Legal Disclosure Statements

LEGAL DISCLOSURE STATEMENTS

This Legal Disclosure Statements (the Agreement) is made and entered into as of Effective Date: by and between Disclosing Party: , with principal address: ; and Receiving Party: , with principal address: .

RECITALS

WHEREAS, Disclosing Party possesses certain non-public information, material facts, documents, and other matters that are relevant to the Receiving Party's evaluation of a proposed transaction, relationship or engagement described herein (the Disclosures); and

WHEREAS, the Receiving Party has requested, and the Disclosing Party is willing to provide, such Disclosures subject to the terms and conditions of this Agreement to govern the use, protection and further disclosure of such information.

WHEREAS, the parties desire to set forth the respective rights and obligations of the parties with respect to the Disclosures.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Disclosures" means all oral, written, electronic or other information provided by Disclosing Party to Receiving Party hereunder, including but not limited to reports, financial data, contracts, correspondence, and any summaries or analyses derived therefrom.

1.2 "Confidential Information" means Disclosures and any information reasonably understood to be confidential given the nature of the information and the circumstances of disclosure, excluding information defined in Section 4.3.

2. SCOPE OF DISCLOSURES

Disclosing Party hereby discloses or will disclose certain information to Receiving Party. The parties acknowledge that the following categories may be included among such Disclosures (check all that apply) and any item checked below is part of the Disclosures:

Financial interests, investments, ownership or compensation arrangements

Pending or threatened litigation, claims or administrative proceedings

Environmental, health, safety or regulatory matters

Material contracts, obligations, liabilities or unusual contingencies

3. PARTICULARS OF DISCLOSURES

The Disclosing Party has provided the Receiving Party with the following itemized disclosures. For each item listed below, describe the nature, date, and materiality of the disclosure and, if applicable, identify relevant documents.

4. REPRESENTATIONS AND WARRANTIES

4.1 Disclosing Party represents and warrants that, to the best of its knowledge after reasonable inquiry, the Disclosures identified in Section 2 and Section 3 are true and complete in all material respects as of the date provided, except as specifically set forth in writing.

4.2 Receiving Party represents that it will rely upon the Disclosures only for the Permitted Purpose described in Section 5 and will not take any action in reliance on such Disclosures without independent verification.

4.3 EXCEPT AS EXPRESSLY SET FORTH IN WRITING, ALL DISCLOSURES ARE PROVIDED "AS IS" AND DISCLOSING PARTY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5. USE, CONFIDENTIALITY AND PERMITTED PURPOSE

5.1 Receiving Party shall maintain all Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Receiving Party shall use Confidential Information solely for the following Permitted Purpose:

5.3 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known toReceiving Party prior to disclosure, as evidenced by contemporaneous written records; (c) is independently developed by Receiving Party without use of Confidential Information; or (d) is rightfully obtained from a third party not subject to an obligation of confidentiality.

6. ONGOING DISCLOSURE AND UPDATES

6.1 Disclosing Party shall promptly provide supplemental written disclosure of any material change to previously disclosed matters. Such supplemental disclosure shall be provided no later than days after discovery of the change.

6.2 Receiving Party shall give written notice to Disclosing Party if Receiving Party reasonably believes a prior disclosure was inaccurate or incomplete and shall allow Disclosing Party a commercially reasonable opportunity to cure or supplement the disclosure.

7. INDEMNIFICATION

7.1 Disclosing Party shall indemnify, defend and hold harmless Receiving Party and its officers, directors and employees from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim to the extent resulting from a material breach of the representations and warranties set forth in Section 4.

7.2 The indemnified party shall promptly notify the indemnifying party in writing of any claim and shall permit the indemnifying party to assume the defense and settlement of such claim, provided that the indemnifying party shall not settle any claim without the indemnified party's prior written consent unless such settlement releases the indemnified party from all liability and does not impose any obligations on the indemnified party.

8. REMEDIES; EQUITABLE RELIEF

8.1 The parties acknowledge that monetary damages may be inadequate to remedy an actual or threatened breach of the confidentiality obligations and that either party shall be entitled to injunctive relief, specific performance and other equitable remedies without posting bond, in addition to any other remedies available at law or in equity.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE.

10. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral.

12.2 If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13.2 No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.

13.3 This Agreement 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. Signatures delivered by electronic means shall be effective as originals.

CERTIFICATION

The undersigned certify that they are authorized to execute this Agreement on behalf of their respective parties and that the information provided in the Disclosures is, to the best of their knowledge after reasonable inquiry, true, complete and not misleading in any material respect as of the dates indicated below.

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