Legal Document Copy

LEGAL DOCUMENT COPY

This Legal Document Copy Agreement ("Agreement") is made as of Effective Date: by and between Provider Name: , Provider Entity Type: Individual Organization , with address:

and Recipient Name: , Recipient Entity Type: Individual Organization , with address:

RECITALS

WHEREAS, Provider is the holder or lawful custodian of the original document described as: (the "Original Document"), executed on , bearing reference or file number .

WHEREAS, Recipient has requested a copy of the Original Document for the limited purposes set forth herein and Provider is willing to furnish a copy subject to the terms and conditions of this Agreement.

WHEREAS, the parties intend to document the delivery, certification, permitted use, and limitations applicable to the copy provided.

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

1. DEFINITIONS

For purposes of this Agreement: "Copy" means a paper or electronic reproduction of the Original Document provided by Provider to Recipient; "Provider" and "Recipient" have the meanings set forth above.

2. DELIVERY AND ACCEPTANCE

Provider shall deliver the Copy to Recipient on or before Delivery Date: by the method agreed: Physical Electronic.

3. CERTIFICATION OF COPY

Provider hereby certifies, to the best of Provider's knowledge after reasonable inquiry, that the Copy is a true, complete, and unaltered copy of the Original Document as maintained by Provider, except as expressly described below:

Certified status (select one): Certified True Copy Conformed Copy (notary or original seal not supplied)

4. PERMITTED USE; RESTRICTIONS

Recipient may use the Copy solely for the following purpose(s): . Recipient shall not alter, publish, distribute, record, record any transferring of rights, or otherwise use the Copy for any purpose other than the permitted purpose without the prior written consent of Provider.

5. CONFIDENTIALITY

Recipient will maintain the Copy in confidence and will employ at least the same degree of care to protect the confidentiality of the Copy as Recipient uses to protect its own confidential information, but in no event less than reasonable care. Disclosure is permitted only as required by law or with Provider's prior written consent.

6. REPRESENTATIONS AND WARRANTIES

Provider represents and warrants that Provider has the authority to provide the Copy and that the Copy is, to Provider's knowledge, an accurate reproduction of the Original Document subject to any exceptions disclosed in writing. Recipient represents that Recipient will use the Copy in accordance with Section 4.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of its representations, warranties or obligations under this Agreement.

8. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice in accordance with this Section):

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. A waiver of any breach shall not operate as a waiver of any other or subsequent breach.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to conflict of laws principles.

12. ENTIRE AGREEMENT

This Agreement 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.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be treated as original signatures.

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