Legal Documentation Affirmation

LEGAL DOCUMENTATION AFFIRMATION

This Legal Documentation Affirmation is made effective as of (Effective Date), by and between Affirming Party: , a , and Receiving Party: , a .

RECITALS

WHEREAS, the Affirming Party has provided or intends to provide certain documents, records and materials to the Receiving Party in connection with matters described as:

WHEREAS, the Receiving Party requires a written affirmation from the Affirming Party regarding the accuracy, completeness and custody of such documents and the procedures for retention and inspection; and

WHEREAS, the parties desire to set forth their respective representations, warranties and obligations concerning the provision, maintenance and verification of the foregoing documents.

NOW THEREFORE

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Affirmed Documents" means all records, files, reports, data, electronic files, correspondence and supporting materials delivered or identified by the Affirming Party to the Receiving Party, as described in the document inventory attached or recorded in the field below.

2. AFFIRMATION; REPRESENTATIONS AND WARRANTIES

2.1 The Affirming Party affirms, represents and warrants that, to the best of its knowledge after reasonable inquiry: (a) the Affirmed Documents are authentic, were created contemporaneously with the events they record or are true copies of originals; (b) the Affirmed Documents are complete and contain all material information known to the Affirming Party that is relevant to the subject matter identified in the Document Inventory; and (c) there are no known material omissions, alterations or falsifications in the Affirmed Documents.

2.2 The Affirming Party shall notify the Receiving Party in writing promptly upon discovery of any information that materially undermines the accuracy or completeness of any Affirmed Document.

3. CUSTODY, RETENTION AND ACCESS

3.1 The Affirming Party shall maintain custody of the original Affirmed Documents unless otherwise agreed in writing. If originals are transferred, the Affirming Party will maintain certified copies and a chain-of-custody log identifying recipients, dates and purpose.

3.2 The Receiving Party shall have the right, upon reasonable written notice and during normal business hours, to inspect and copy the Affirmed Documents at the location where such documents are maintained, subject to confidentiality obligations set forth herein.

4. CONFIDENTIALITY

4.1 All Affirmed Documents and the contents thereof shall be treated as confidential by the Receiving Party and shall not be disclosed except (a) as required by law or valid legal process, (b) to the Receiving Party's counsel, auditors or advisors on a need-to-know basis under obligations of confidentiality, or (c) as otherwise agreed in writing by the parties.

4.2 Where disclosure is compelled by law, the Receiving Party shall, to the extent permitted, provide prompt written notice to the Affirming Party and cooperate in seeking appropriate protective measures.

5. INDEMNIFICATION

5.1 The Affirming Party shall indemnify, defend and hold harmless the Receiving Party and its officers, directors and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any material breach of the representations and warranties set forth in Section 2; or (b) any intentional falsification or material omission in the Affirmed Documents.

6. REMEDIES; LIMITATION OF LIABILITY

6.1 The rights and remedies provided in this Affirmation are cumulative and in addition to any other rights available at law or in equity. The parties acknowledge that money damages may be insufficient to remedy a breach and that equitable relief, including specific performance or injunctive relief, may be appropriate.

6.2 Except for willful misconduct or fraud, neither party shall be liable for consequential, incidental, indirect, special or punitive damages arising out of this Affirmation.

7. NOTICES

All notices, requests or other communications required or permitted under this Affirmation shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

8. GOVERNING LAW

This Affirmation shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflicts of law principles.

9. ENTIRE AGREEMENT

This Affirmation 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, relating thereto.

10. SEVERABILITY

If any provision of this Affirmation 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 enforced to the fullest extent permitted by law.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this Affirmation shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other breach. This Affirmation 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.

12. CERTIFICATION

The undersigned authorized representative of the Affirming Party certifies under penalty of law that the statements made in this Affirmation are true, complete and accurate to the best of his or her knowledge and that the Affirming Party will maintain and produce the Affirmed Documents as required by this Affirmation.

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