Legal Draft Declaration

LEGAL DRAFT DECLARATION

This Legal Draft Declaration (the "Declaration") is made and entered into as of Effective Date: by and between Declarant Name: with principal address: ("Declarant"), and Recipient Name: with principal address: ("Recipient").

RECITALS

WHEREAS, Declarant has prepared a draft document titled Document Title: (the "Draft"), which is an initial working draft prepared for negotiation and review;

WHEREAS, the Draft was prepared on Draft Date: and is provided to Recipient for the limited purpose of review, comment, and negotiation;

WHEREAS, the parties desire to set forth the respective rights, representations, and limitations applicable to the Draft and the parties' use and reliance thereon.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. Definitions

For the purposes of this Declaration, the following terms shall have the meanings set forth below. "Draft" means the draft document identified in the recitals. "Confidential Information" means information disclosed in connection with the Draft that is marked confidential or would reasonably be understood to be confidential given its nature.

2. Declaration of Draft Status

Declarant hereby declares that the Draft is a preliminary working document prepared by Declarant for purposes of discussion, negotiation, and revision. The Draft does not represent a final or binding agreement between the parties unless and until executed in writing by duly authorized representatives of both parties.

3. Representations and Warranties

Declarant represents and warrants to Recipient that, to Declarant's knowledge, the Draft is based on good faith factual information available to Declarant at the time of drafting. Declarant does not warrant the Draft to be exhaustive, error-free, or suitable for any particular legal, tax, or business purpose.

4. No Legal or Professional Advice

The parties acknowledge and agree that the Draft is not legal, tax, financial, or other professional advice. Recipient should obtain independent advice as to the legal, tax, regulatory, and commercial consequences of any transaction contemplated by the Draft. Declarant is not providing any such advice by delivering the Draft.

5. Confidentiality

The parties agree that the Draft and all discussions, comments, and materials exchanged in connection with the Draft constitute Confidential Information. Recipient shall not disclose Confidential Information to any third party except as required by law or with Declarant's prior written consent, and Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

6. Ownership; Intellectual Property

Declarant retains all right, title, and interest in and to the Draft and any underlying intellectual property, including but not limited to authorship rights, unless the parties subsequently execute a written agreement transferring such rights. Recipient's receipt of the Draft does not grant any license or other rights except as expressly set forth in a subsequent written agreement executed by the parties.

7. Use and Reliance

Recipient may use the Draft solely for internal evaluation and negotiation. Recipient shall not represent to any third party that the Draft constitutes a binding agreement or final offer. Any reliance by Recipient upon the Draft is at Recipient's sole risk. Neither party shall be bound by any term contained in the Draft unless and until such term is included in a final written agreement executed by both parties.

8. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from that party's breach of this Declaration or that party's unauthorized disclosure or misuse of the Draft or Confidential Information.

9. Limitation of Liability

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DRAFT OR THIS DECLARATION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

10. Notices

Notices to Declarant

Notices to Recipient

11. Amendments; Waiver

This Declaration may be amended only by a written instrument executed by both parties. No waiver of any provision hereof shall be effective unless in writing and signed by the party against whom enforcement is sought. A waiver of any breach or default shall not constitute a waiver of any other or subsequent breach or default.

12. Counterparts; Electronic Signatures

This Declaration may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes and shall be binding upon the parties.

13. Governing Law

This Declaration shall be governed by and construed in accordance with the laws of the governing_jurisdiction state without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the governing_jurisdiction state for resolution of disputes.

14. Entire Agreement

This Declaration 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 to the Draft.

15. Severability

If any provision of this Declaration 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, and the parties shall endeavor in good faith to replace the invalid provision with a valid provision of similar economic effect.

16. Additional Provisions

Any additional terms or conditions agreed by the parties in writing shall be appended as addenda to this Declaration and shall form part hereof.

Additional Notes or Clarifications

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