Legal Disclosure Signature Page

LEGAL DISCLOSURE SIGNATURE PAGE

This Legal Disclosure Signature Page is made effective as of by and between Discloser Name: with principal address: and Recipient Name: with principal address: (collectively, the "Parties").

RECITALS

WHEREAS, Discloser possesses certain proprietary, confidential, or legally relevant information and materials described in Section 2 below (the "Disclosure Documents"); and

WHEREAS, Recipient desires to receive and review the Disclosure Documents for the limited purpose of evaluating a potential business relationship, transaction, or regulatory compliance matter as set forth herein; and

WHEREAS, the Parties desire to set forth their mutual acknowledgements, obligations, and the terms governing receipt and handling of the Disclosure Documents.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. Definitions

"Disclosure Documents" means all written, electronic, or oral information or materials furnished by Discloser to Recipient that are identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation financial records, technical data, legal assessments, regulatory filings, and business plans. References to "including" shall be construed to mean "including without limitation."

2. Disclosure; Description; Acknowledgment

Discloser has delivered or will deliver Disclosure Documents to Recipient described as follows:

Recipient hereby acknowledges receipt of the Disclosure Documents described above and represents that it has received sufficient copies and access to evaluate the Disclosure Documents for the limited purpose stated herein.

Acknowledgment of receipt: Recipient acknowledges receipt of the Disclosure Documents.

3. Use and Confidentiality

Recipient shall use the Disclosure Documents solely for the Purpose of evaluation and shall not use such Disclosure Documents for its own competitive advantage, for the benefit of any third party, or for any unauthorized commercial purpose. Recipient shall maintain the Disclosure Documents in strict confidence using at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations in this Section shall not apply to information that: (a) is or becomes generally available to the public other than as a result of a breach of this agreement by Recipient; (b) was rightfully in Recipient's possession without restriction prior to receipt from Discloser; (c) is independently developed by Recipient without use of or reference to the Disclosure Documents; or (d) is required to be disclosed by law or valid legal process, provided Recipient gives Discloser prompt written notice sufficient to permit Discloser to seek protective relief.

4. Representations and Warranties

Each Party represents and warrants that it has the full corporate or individual power and authority to enter into this Signature Page and to perform its obligations hereunder. Discloser represents that, to its knowledge, the Disclosure Documents do not knowingly contain a material misstatement of fact or omit a material fact necessary to make the statements contained therein not misleading as of the date of disclosure.

5. Remedies; Equitable Relief

Recipient acknowledges that monetary damages may be inadequate to remedy a breach of the confidentiality obligations set forth herein and that Discloser shall be entitled to seek injunctive and other equitable relief without waiving any other rights or remedies available at law or in equity.

6. Notices

All notices required or permitted under this Signature Page shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate in writing in accordance with this Section).

7. Governing Law

This Signature Page shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

8. Entire Agreement

This Signature Page, together with the Disclosure Documents and any executed attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

9. Severability

If any provision of this Signature Page is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be construed so as to best effectuate the intent of the Parties.

10. Amendments; Waiver

No amendment, modification or waiver of any provision of this Signature Page shall be effective unless made in a written instrument signed by authorized representatives of both Parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

11. Counterparts; Electronic Execution

This Signature Page may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes and shall have the same force and effect as original signatures.

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