Legal Draft Certificate

LEGAL DRAFT CERTIFICATE

This Legal Draft Certificate (the Certificate) is made as of by and between Client Name: and Drafting Party Name: (each a Party and collectively the Parties).

RECITALS

WHEREAS, the Drafter has prepared a draft instrument entitled: , Draft Version: dated (the Draft);

WHEREAS, the Parties desire a written certification regarding the origin, status, and intended use of the Draft to record the circumstances of preparation and to limit reliance by third parties; and

WHEREAS, the Parties acknowledge that the Draft is a non-final document prepared for negotiation, review, and potential revision, and not an executed or binding agreement unless and until final execution of an agreed written instrument.

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

1. CERTIFICATION

1.1 Certification by Drafter. The Drafter represents and certifies that, to the best of the Drafter's knowledge after reasonable inquiry, the Draft was prepared under the supervision of the following individual(s): and that the Draft accurately reflects the Drafter's compilation of terms discussed with the Client as of the draft date set forth above.

1.2 Non-Finality. The Parties agree that the Draft is a preliminary document intended solely for negotiation and internal review. Neither the Draft nor this Certificate shall be construed as evidence of final mutual assent to the terms of the Draft, nor shall either be binding on the Parties except upon execution of a final, duly authorized written instrument signed by the Parties.

2. REPRESENTATIONS AND WARRANTIES

2.1 Authority. Each Party represents and warrants that it has full power and authority to enter into this Certificate and to perform its obligations hereunder and that the individual executing this Certificate on its behalf is authorized to do so.

2.2 Accuracy. Each Party represents that, to the extent within its control, the facts and statements furnished to the Drafter for purposes of preparing the Draft were complete and accurate as of the date(s) provided. The Drafter makes no independent warranty as to the truth of facts supplied by the Client.

3. USE, RELIANCE AND LIMITATIONS

3.1 Intended Recipients. This Certificate is issued for the benefit of the Parties and may be relied upon by each Party and by such Party's legal, financial and professional advisors for the limited purpose of evidencing the drafting history and status of the Draft. Except as expressly provided in this Section 3.1, no third party shall have a right of action or reliance on this Certificate.

3.2 No Legal Advice to Third Parties. The Drafter's preparation of the Draft and issuance of this Certificate does not constitute the provision of legal advice to any person other than the Client (where such relationship exists) and does not create any fiduciary duty or professional responsibility to any third party.

4. CONFIDENTIALITY AND RETENTION

4.1 Confidential Treatment. The Draft and this Certificate shall be treated as confidential by the Parties in accordance with any existing confidentiality obligations between the Parties. Disclosure permitted under law or with prior written consent remains allowed.

4.2 Retention. The Drafter shall retain copies of the Draft and related working files at the following location for a period of : .

5. NOTICES

Notices to Client

Notices to Drafter

Notices shall be deemed given when delivered in writing to the addresses set forth above or to such other address as a Party designates by notice in accordance with this Section.

6. AMENDMENT; WAIVER; COUNTERPARTS

6.1 Amendment. This Certificate may be amended or modified only by a written instrument signed by both Parties.

6.2 Waiver. No failure or delay by either Party in exercising any right under this Certificate shall operate as a waiver of that right, nor shall a single or partial exercise of any right preclude further exercise of that right.

6.3 Counterparts. This Certificate 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. Facsimile, electronic image or other electronic means of execution and delivery shall be sufficient to bind the executing Party.

7. MISCELLANEOUS

7.1 Governing Law. This Certificate shall be governed by and construed in accordance with the internal laws of the jurisdiction selected by the Parties: , without regard to choice-of-law principles.

7.2 Entire Agreement. This Certificate 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.

7.3 Severability. If any provision of this Certificate is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect.

ADDITIONAL INFORMATION

Matter Reference or File Number:

Comments or Special Instructions:

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