Legal Due Diligence Resolution Document

LEGAL DUE DILIGENCE RESOLUTION DOCUMENT

This Legal Due Diligence Resolution (the "Resolution") is made and entered into as of Effective Date: by and between Company Name: , a business organized as Corporation LLC Partnership organized under the laws of State: , and Authorized Agent Name: (collectively, the "Parties").

RECITALS

WHEREAS, the Company is evaluating or pursuing a proposed transaction, investment, financing or other business combination involving Target Entity: (the "Transaction"), and such evaluation requires an examination of the Company's books, records, contracts and related information (the "Due Diligence Materials");

WHEREAS, the Board of Directors or similar governing body of the Company has determined that it is in the best interest of the Company to authorize designated representatives and advisors to conduct due diligence on behalf of the Company under the terms and conditions set forth herein;

WHEREAS, the Parties desire to set forth the scope, authority, confidentiality obligations, and procedures governing access to and use of the Due Diligence Materials.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby adopt this Resolution as follows.

1. DEFINITIONS

1.1 "Due Diligence Materials" means all documents, records, contracts, financial statements, tax returns, employee information, intellectual property documentation, environmental reports, litigation files, and other materials of the Company provided to or inspected by Authorized Representatives in connection with the Transaction.

1.2 "Authorized Representatives" means the individuals and third‑party advisors designated in writing by the Company whose names and titles are recorded in Section 2 below and those persons reasonably necessary to support them in the due diligence process.

2. AUTHORIZATION

The Company hereby authorizes the following individual(s) and entities to act as Authorized Representatives with full authority to request, inspect, copy and discuss Due Diligence Materials as necessary to evaluate the Transaction:

3. SCOPE OF DUE DILIGENCE

3.1 The scope of permitted review shall be limited to matters reasonably related to the Transaction and shall include financial, legal, tax, employment, IP, regulatory and operational materials. The specific scope and any limitations must be recorded in the scope statement below.

4. ACCESS, COOPERATION AND LOGISTICS

4.1 The Company will make available to Authorized Representatives the Due Diligence Materials at the following location(s) or by electronic delivery:

4.2 Access commencement date: . Primary Company contact for coordination: , Phone:

5. CONFIDENTIALITY, PRIVILEGE AND CLAWBACK

5.1 All Due Diligence Materials and any analyses, summaries or notes derived therefrom shall be treated as Confidential Information. Authorized Representatives shall not disclose or use Confidential Information except for purposes of evaluating the Transaction and shall safeguard such information with at least the same degree of care as they use to protect their own confidential information, but in no event less than reasonable care.

5.2 The production of materials shall not be construed as a waiver of or limitation on attorney‑client privilege, work product protection or any other applicable privilege. Privileged materials accidentally produced shall be returned or destroyed upon written request and shall be subject to a clawback procedure without waiver of privilege.

6. REPRESENTATIONS, WARRANTIES AND LIMITATIONS

6.1 The Company represents and warrants that it has full authority to provide access to the Due Diligence Materials to the Authorized Representatives and that, to the knowledge of the Company, the materials provided will not infringe third‑party confidentiality obligations except as disclosed in writing prior to delivery.

6.2 Except as expressly provided in a definitive agreement between the Parties, the Company makes no other warranties, express or implied, regarding the accuracy or completeness of the Due Diligence Materials.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 The Company shall indemnify, defend and hold harmless the Authorized Representatives and their affiliates from and against any losses, liabilities, claims, damages or expenses (including reasonable attorneys' fees) that arise from or relate to the inaccuracy of representations or breaches of the Company's obligations hereunder, except to the extent such losses result from the gross negligence or willful misconduct of an Authorized Representative.

7.2 Except for indemnification obligations expressly set forth herein, neither Party shall be liable to the other for any consequential, incidental, special or punitive damages.

8. REPORTING, DELIVERABLES AND TIMELINE

8.1 Authorized Representatives may prepare reports, summaries and questionnaires (the "Deliverables") summarizing their findings. Deliverables delivered to third parties shall not include Confidential Information other than as expressly permitted in writing by the Company.

9. RECORD RETENTION, RETURN OR DESTRUCTION

9.1 Upon written request by the Company or upon termination of discussions concerning the Transaction, Authorized Representatives shall return or certify the destruction of all Confidential Information and deliverables within ten (10) business days, except to the extent retention is required by applicable law, regulation or internal compliance obligations.

10. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section:

11. AMENDMENTS, WAIVER, COUNTERPARTS

11.1 This Resolution may be amended or modified only by a written instrument executed by both Parties. No waiver by either Party of any breach or default shall be deemed a waiver of any subsequent breach or default.

11.2 This Resolution 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 or electronically transmitted signatures shall be binding for all purposes.

12. GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

12.1 Governing Law. This Resolution shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflict of laws.

12.2 Entire Agreement. This Resolution constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

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

13. AUTHORIZING RESOLUTIONS

RESOLVED, that the officers of the Company are hereby authorized and directed to provide access to the Due Diligence Materials to the Authorized Representatives, to execute nondisclosure agreements, to cooperate with Authorized Representatives and to take such further actions and execute such further documents as may be necessary or desirable to effectuate the purposes of this Resolution.

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