Legal Document Submission

LEGAL DOCUMENT SUBMISSION

This Legal Document Submission (the Submission) is made and entered into as of by and between Submitter Name: with principal address (Submitter), and Recipient Name: with principal address (Recipient).

RECITALS

WHEREAS, Submitter is delivering to Recipient a legal instrument or related materials titled , dated , and identified as (Document).

WHEREAS, Submitter desires Recipient to receive, review, retain, and, as requested, file or otherwise act upon the Document in accordance with the terms set forth herein; and

WHEREAS, Recipient has agreed to accept the Document subject to the representations, restrictions and procedures contained in this Submission.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Submission, the following terms shall have the meanings set forth below. "Document" means the instrument described above and any attachments listed in Section 2. "Confidential Information" means non-public commercial, financial, technical or personal data contained in or associated with the Document that is identified in writing at the time of submission as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SUBMISSION; ATTACHMENTS; REQUESTED ACTION

Submitter delivers to Recipient the Document and the attachments described below and requests Recipient to perform the indicated action. Submitter represents that the Document is complete and is the version authorized for submission.

File for recordation as of the Document date
Acknowledge receipt and retain for review
Review only; no filing or disclosure without further instruction

3. REPRESENTATIONS AND WARRANTIES

Submitter represents and warrants to Recipient that: (a) Submitter has full right, power and authority to submit the Document and to authorize the actions requested; (b) the Document is, to the best of Submitter's knowledge, factually accurate as of the date of submission; (c) submission and performance under this Submission do not and will not violate any agreement, law, judgment or order applicable to Submitter; and (d) no third party holds a lien, encumbrance or exclusive right that would preclude the requested action, except as disclosed on the attachments list.

Recipient represents that it will exercise reasonable care in handling the Document in accordance with the terms of this Submission but makes no warranty as to any outcome of filings, recordings, or third-party acceptance.

4. CONFIDENTIALITY; PRIVILEGE

Recipient shall treat all Confidential Information as confidential and shall not disclose such information to any third party except (i) as necessary to effectuate the requested action, (ii) as required by applicable law or court order, or (iii) with prior written consent of Submitter. If Recipient receives a demand for disclosure, Recipient shall promptly notify Submitter in writing and afford Submitter the opportunity, at Submitter's expense, to seek a protective order or other remedy.

5. PUBLIC FILING; REDACTION

If the requested action involves public filing or recording, Submitter may request redaction of particular data elements. Recipient shall comply with redaction requests to the extent permitted by applicable filing procedures and law; where redaction is not permitted, Recipient shall notify Submitter and, if requested in writing, decline to proceed until Submitter provides further instructions or waives redaction.

6. FEES AND PAYMENT

Submitter shall pay all applicable fees, costs, and charges for the requested action, including filing fees, recording fees, and reasonable administrative charges assessed by Recipient. Unless otherwise agreed in writing, such amounts shall be due within thirty (30) days of invoice.

7. INDEMNIFICATION

Submitter shall indemnify, defend and hold harmless Recipient and its officers, employees and agents from and against any claim, loss or expense (including reasonable attorneys' fees) arising out of: (a) breach of Submitter's representations or obligations under this Submission; (b) inaccurate or false information provided by Submitter; or (c) third-party claims arising from the Document, except to the extent caused by Recipient's gross negligence or willful misconduct.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS SUBMISSION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. NOTICES

All notices, requests, demands and other communications under this Submission shall be in writing and delivered to the addresses set forth below by hand, certified mail (return receipt requested), or nationally recognized courier service.

10. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Submission shall be effective unless it is in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

11. SEVERABILITY

If any provision of this Submission is determined to be invalid, illegal or unenforceable, the remainder of this Submission shall remain in full force and effect and the invalid, illegal or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

12. GOVERNING LAW; COUNTERPARTS; ENTIRE AGREEMENT

This Submission shall be governed by and construed in accordance with the laws specified by the parties below without regard to conflict of laws principles. This Submission may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. This Submission constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements.

13. CERTIFICATION

By signing below, Submitter certifies under penalty of perjury that: (a) the person signing on behalf of Submitter is authorized to do so; (b) the information provided in this Submission and its attachments is true, accurate and complete to the best of Submitter's knowledge; and (c) Submitter has identified any material third-party interests or restrictions affecting the Document.

ADMINISTRATIVE INFORMATION

MISCELLANEOUS

No third party shall have any right to enforce any provision of this Submission. The headings used herein are for convenience only and shall not affect interpretation. Time is of the essence with respect to any deadlines expressly set forth in this Submission.

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