Legal Disclosure Questions

LEGAL DISCLOSURE QUESTIONS

This Legal Disclosure Questions (the "Questionnaire") is made as of Effective Date: between Client Name: and Counterparty Name: .

RECITALS

WHEREAS, Client Name: is considering a transaction or relationship with Counterparty Name: (the "Transaction"), and the parties require a written record of legal disclosures relevant to the Transaction;

WHEREAS, the parties desire to identify, disclose, and document existing and potential legal matters affecting the representation, warranties, covenants, compliance and liabilities of the parties to assist in negotiation, diligence, and allocation of risk.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Questionnaire, the following terms shall have the meanings set forth below. "Affiliate" means any entity that controls, is controlled by, or is under common control with a party. "Disclosure" means the facts, documents, claims, suits, liabilities, encumbrances, or circumstances described in response to the Questions below. "Material" means reasonably likely to affect a party's decision to consummate the Transaction or to alter the terms of the Transaction.

2. INSTRUCTIONS

Each party must respond to the questions below. For each question, check the box if the condition exists and provide a concise, factual description in the corresponding explanation field including dates, amounts, parties involved, current status, and any mitigation. If the answer is negative, leave the checkbox unchecked and enter "None" in the explanation field. Attach additional pages if necessary and label them to correspond to the question number.

3. DISCLOSURE QUESTIONS

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) the answers and disclosures provided in this Questionnaire are true, complete, and correct in all material respects as of the date signed; (b) each party has disclosed all material facts known to it that would reasonably be expected to affect the other party's evaluation of the Transaction; and (c) no other material fact exists that would render any representation contained in this Questionnaire misleading.

5. CONTINUING DISCLOSURE

Each party agrees to promptly notify the other in writing of any material change to the facts disclosed herein or of any new material matter that arises prior to the earlier of the consummation of the Transaction or termination of negotiations. Such notice shall be provided within days of discovery of the change.

6. CONFIDENTIALITY AND USE

All disclosures made under this Questionnaire are furnished solely for consideration in connection with the Transaction and shall be held in confidence by the receiving party in accordance with the confidentiality obligations of the parties in effect at the time of disclosure or, if none, on customary confidential treatment for non-public business information. Disclosures may be used only for diligence and negotiation purposes and not for any competitive purpose.

7. NOTICES

All notices required or permitted under this Questionnaire shall be in writing and delivered to the addresses set forth below by certified mail, overnight courier, or hand delivery. Notices shall be deemed given upon receipt.

8. GOVERNING LAW

This Questionnaire shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

9. ENTIRE AGREEMENT

This Questionnaire, together with any attachments and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

10. SEVERABILITY

If any provision of this Questionnaire is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed and the remaining provisions shall remain in full force and effect.

11. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment to this Questionnaire must be in writing and signed by both parties. No failure or delay by a party in exercising any right hereunder will operate as a waiver of such right. This Questionnaire may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

12. CERTIFICATION

By signing below, each signatory certifies under penalty of perjury that the information provided in this Questionnaire is true, complete, and accurate to the best of the signatory's knowledge, that the signatory is authorized to execute this Questionnaire on behalf of the party identified, and that the signatory will supplement or correct these disclosures if additional material information becomes known.

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