Legal Disclosure Report

LEGAL DISCLOSURE REPORT

This Legal Disclosure Report is made on by and between Discloser Name: with address: and Recipient Name: with address: .

RECITALS

WHEREAS, Discloser possesses certain records, information and materials, including proprietary, financial, regulatory and other sensitive information, that relate to the Discloser's business, operations, assets, claims and liabilities and which may be material to the Recipient's evaluation or transaction (collectively, "Disclosed Information");

WHEREAS, Recipient has requested, and Discloser has agreed to provide, certain Disclosed Information for the limited purpose of evaluation, due diligence, compliance review, or other permitted purposes described herein (the "Purpose");

WHEREAS, the parties wish to record the nature, scope and terms of the disclosures, the parties' respective representations and warranties, and the obligations of Recipient with respect to use, retention and confidentiality of the Disclosed Information.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth below, and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Disclosed Information" means all documents, data, communications, electronic files, memoranda, reports, and other materials delivered or made available by Discloser to Recipient, whether written, electronic or oral, that relate to the Purpose. Disclosed Information expressly includes information identified by Discloser as material or potentially material and any updates thereto.

1.2 "Confidential Information" means Disclosed Information that is either designated in writing by Discloser as confidential at the time of disclosure or that, by its nature, should reasonably be understood to be confidential.

2. DISCLOSURE DESCRIPTION

2.1 Categories of information disclosed (select all applicable categories and attach supporting documentation as described below):

Financial records/statements Litigation and claims Regulatory/compliance matters Environmental reports Intellectual property Other

2.2 For each document or dataset delivered, list title, date, authors and a brief description. Attach additional sheets if necessary.

3. REPRESENTATIONS AND WARRANTIES

3.1 Discloser represents and warrants that, to the best of Discloser's knowledge after reasonable inquiry, the Disclosed Information identified in this Report is accurate and complete in all material respects as of the date of disclosure. Discloser does not, however, make any representation or warranty as to future events or matters outside Discloser's knowledge.

3.2 Recipient represents and warrants that it will use the Disclosed Information solely for the Purpose and will not disclose Confidential Information to any third party except as permitted under Section 4 below.

3.3 Both parties represent and warrant that they have full authority to enter into this Report, and that the individual signing on behalf of each party is duly authorized to bind that party.

4. CONFIDENTIALITY; PERMITTED DISCLOSURES

4.1 Recipient shall protect Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. Recipient shall not copy, transmit, publish, distribute or otherwise disclose Confidential Information except as expressly permitted by Discloser in writing or as required by law.

4.2 Notwithstanding the foregoing, Recipient may disclose Confidential Information to its officers, directors, employees, attorneys, accountants and advisors who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than those set forth herein. Recipient shall be responsible for any breach of this Report by such permitted recipients.

4.3 If Recipient is compelled by law, regulation or valid governmental process to disclose any Confidential Information, Recipient shall (to the extent legally permitted) provide prompt written notice to Discloser and cooperate with Discloser, at Discloser's expense, to seek a protective order or other remedy.

5. USE, RETENTION AND DESTRUCTION

5.1 Recipient shall use Confidential Information solely for the Purpose and for no other purpose without prior written consent from Discloser.

5.2 Recipient shall retain Confidential Information only for as long as reasonably necessary to accomplish the Purpose or as required by applicable law. Upon written request by Discloser, or upon completion of the Purpose, Recipient shall promptly return or certify the secure destruction of all Confidential Information and copies thereof, except for one archival copy that may be retained solely for compliance or record-keeping purposes and subject to the confidentiality obligations herein.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

6.1 Recipient shall indemnify, defend and hold harmless Discloser and its affiliates, officers, directors and agents from and against any and all claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of Recipient's unauthorized use or disclosure of Confidential Information or breach of this Report.

6.2 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR A BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

7. NOTICES

7.1 All notices, requests, demands and other communications under this Report shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as a party designates by written notice in accordance with this Section. Notices shall be deemed given upon personal delivery, one business day after delivery to an overnight courier, or three business days after deposit in United States mail, first-class postage prepaid.

8. GOVERNING LAW; JURISDICTION

This Report shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the jurisdiction specified below for any action arising out of or relating to this Report.

9. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

9.1 This Report constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings and communications between the parties regarding the disclosure and treatment of the Disclosed Information.

9.2 If any provision of this Report is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute, valid provision that most nearly effects the parties' intent.

9.3 No amendment or modification of this Report shall be binding unless executed in writing by authorized representatives of both parties. No waiver shall be effective unless in writing and signed by the waiving party.

9.4 This Report may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile, electronic image or other copies of signatures shall be deemed originals for all purposes.

10. CERTIFICATION; ACKNOWLEDGMENT

The undersigned certifies that the information contained in this Legal Disclosure Report is true, accurate and complete to the best of the undersigned's knowledge after reasonable inquiry, that all material facts known to the undersigned that could reasonably be expected to affect the Recipient's assessment have been disclosed, and that the undersigned is authorized to execute this Report on behalf of the party identified.

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