Legal Disclosures Form

LEGAL DISCLOSURES FORM

This Legal Disclosures Form (the "Form") is entered into as of Effective Date: by and between Disclosing Party Name: with principal address at and Receiving Party Name: with principal address at .

RECITALS

WHEREAS, Disclosing Party possesses certain information, records and materials, both written and oral, that may be material to the business relationship between the parties and which may include information that is subject to regulatory, contractual or statutory disclosure obligations; and

WHEREAS, Receiving Party requires specific disclosures to evaluate, continue or consummate the contemplated engagement and the parties wish to set forth the scope, manner, and certification of required disclosures; and

WHEREAS, the parties intend by this Form to identify types of required disclosures, the process for making and maintaining such disclosures, and the legal obligations and remedies applicable to failure to disclose or to use disclosed information improperly.

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

1. DEFINITIONS

1.1 "Disclosure" means any information, document, communication, or record provided by Disclosing Party to Receiving Party that is expressly identified as a disclosure under this Form or reasonably understood to be within the scope of this Form. "Confidential Information" means non-public information disclosed in connection with the parties' relationship but does not include information that is or becomes public through no breach of this Form by Receiving Party or is lawfully obtained from a third party without confidentiality obligations.

2. SCOPE OF REQUIRED DISCLOSURES

2.1 Disclosing Party shall disclose in writing all items and categories indicated below that are known to Disclosing Party as of the Effective Date and as they arise thereafter. The parties acknowledge that the list below is illustrative and not exhaustive; additional disclosures required by law or contract shall be made in compliance with Section 6 (Legal Compulsion).

3. ITEMIZED DISCLOSURES

Indicate all categories that apply by checking the applicable boxes and, where indicated, provide a brief description on the lines provided. If none, check "No known disclosures."

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants that it has full corporate or legal power and authority to enter into this Form and to perform its obligations hereunder. Disclosing Party further represents that, to the best of its knowledge after reasonable inquiry, the disclosures made hereunder are accurate and complete in all material respects as of the date made.

4.2 Receiving Party represents that it will treat all Disclosures in accordance with Section 5 (Use; Confidentiality) and will not rely upon any Disclosure as the sole basis for any material decision without independent verification.

5. USE; CONFIDENTIALITY

5.1 Receiving Party shall use Disclosures solely for the purposes expressly authorized in writing by Disclosing Party and shall not disclose Disclosures to any third party except to its officers, employees, counsel or advisors with a need to know who are bound by confidentiality obligations no less protective than those in this Form.

5.2 Receiving Party shall implement and maintain commercially reasonable administrative, technical and physical safeguards to protect Disclosures from unauthorized access, disclosure, alteration or destruction.

6. LEGAL COMPULSION

6.1 If Receiving Party is legally compelled by subpoena, court order, or other binding legal process to disclose any Disclosure, Receiving Party shall provide prompt written notice to Disclosing Party (to the extent legally permitted) so that Disclosing Party may seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained, Receiving Party may furnish only that portion of the Disclosure that Receiving Party is advised by counsel is legally required and shall use reasonable efforts to obtain confidential treatment for any disclosed portion.

7. NOTICES

7.1 All notices required or permitted under this Form shall be in writing and delivered to the addresses set forth below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or electronic mail with confirmed receipt where provided.

8. RECORDKEEPING; RETENTION

8.1 Each party shall maintain accurate records of Disclosures and any actions taken in response to Disclosures for a minimum of from the date of disclosure, unless a longer period is required by applicable law.

9. REMEDIES

9.1 A breach of this Form by Receiving Party may cause immediate and irreparable harm to Disclosing Party for which monetary damages may be an inadequate remedy. In addition to any other rights and remedies available at law or in equity, Disclosing Party shall be entitled to injunctive relief to prevent or curtail any threatened or actual breach, and to recover reasonable attorneys' fees and costs incurred in enforcing this Form.

10. INDEMNIFICATION

10.1 Each party shall indemnify, defend and hold harmless the other party from and against any losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of a breach of its representations, warranties or obligations under this Form, including any unauthorized disclosure or misuse of Disclosures.

11. AMENDMENTS; WAIVER

11.1 This Form may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay by either party to exercise any right will operate as a waiver of that right, and no single or partial exercise of any right will preclude any other or further exercise of that or any other right.

12. GOVERNING LAW; VENUE

12.1 This Form shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Form.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 This Form constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Form is held to be invalid, illegal or unenforceable, the remainder of the provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the extent permitted by law.

14. COUNTERPARTS; EXECUTION

14.1 This Form 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 transmitted by electronic means shall be binding for all purposes.

15. CERTIFICATION

15.1 By signing below, each party certifies, under penalty of perjury to the fullest extent permitted by law, that the disclosures set forth in this Form are true and accurate to the party's knowledge as of the date signed and that the party has made reasonable inquiry to identify the required disclosures.

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