Legal Entitlement Form

LEGAL ENTITLEMENT FORM

This Legal Entitlement Form (the "Form") is entered into as of , by and between Entitled Party: of and Responsible Party: of .

RECITALS

WHEREAS, Entitled Party asserts certain rights, claims, or interests described herein against Responsible Party arising from or related to the factual basis set forth in Section 2 below; and

WHEREAS, Responsible Party acknowledges receipt of notice of Entitled Party's claim and desires to document the obligations, conditions, and procedures by which any entitlement shall be validated, satisfied, or otherwise resolved; and

WHEREAS, the parties intend by this Form to establish a clear administrative and legal mechanism for assertion, verification, and disposition of the entitlement set forth below without prejudice to other legal remedies unless expressly waived herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Form, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Form: (a) "Entitlement" means the specific right, payment, benefit, or property identified in Section 2; (b) "Claim" means a written demand submitted in accordance with Section 5; and (c) "Effective Date" means the date specified in the introductory paragraph above.

2. DESCRIPTION OF ENTITLEMENT

3. GRANT AND SCOPE OF ENTITLEMENT

Responsible Party acknowledges that, subject to verification and satisfaction of the conditions set forth in Section 4, Entitled Party may be entitled to the Entitlement described in Section 2. The entitlement granted by this Form is limited to the specific rights expressly stated herein and does not enlarge or create rights beyond those described.

4. REPRESENTATIONS, WARRANTIES AND CONDITIONS

Each party represents and warrants to the other that it has full authority to enter into this Form, that the information it furnishes in connection with any Claim will be true and correct to the best of its knowledge, and that it will comply with the procedures and timelines set forth herein. Entitled Party further represents that no assignment of the claimed Entitlement has been made except as disclosed in writing to Responsible Party.

5. CLAIM PROCEDURE

To assert the Entitlement, Entitled Party must submit a written Claim to Responsible Party specifying the basis for the Entitlement, the relief sought, and all supporting documentation. A Claim is deemed properly submitted only when delivered in accordance with the Notices provision of this Form and received by Responsible Party at the address designated below.

6. RELEASE, INDEMNIFICATION AND LIMITATIONS

Upon satisfaction, payment, or lawful transfer of the Entitlement in accordance with this Form, Entitled Party shall execute a release in forms reasonably satisfactory to Responsible Party releasing Responsible Party from further liability with respect to the subject matter of the Entitlement. Each party agrees to indemnify and hold the other harmless from claims arising out of any material misrepresentation or fraudulent submission related to a Claim.

7. CONFIDENTIALITY

Except as required by law or judicial process, the parties shall maintain the confidentiality of non-public information exchanged in connection with any Claim and shall use such information solely for purposes of evaluating and resolving the Claim. This obligation survives termination or completion of obligations under this Form for a period of three (3) years.

8. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the contact information set forth below. Notice shall be effective upon personal delivery, or three (3) business days after deposit with a nationally recognized overnight delivery service, or upon confirmed electronic transmission to an email address provided below if followed by a copy by overnight delivery.

9. GOVERNING LAW

This Form shall be governed by and construed in accordance with the substantive laws of the jurisdiction selected below without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of this Form.

10. ENTIRE AGREEMENT

This Form, including all schedules, attachments and documents incorporated by reference, 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, concerning the Entitlement.

11. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected thereby and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial intent.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Form shall be effective unless in writing and signed by both parties. Failure or delay by either party to exercise any right under this Form shall not constitute a waiver of that right. This Form may be executed in counterparts, each of which shall be deemed an original, and electronic or facsimile signatures shall be acceptable for all purposes.

13. REPRESENTATIVE CONTACTS

14. CERTIFICATIONS

Each signatory below certifies under penalty of perjury and other applicable law that he or she is authorized to execute this Form on behalf of the party for whom the signatory purports to act; that the information provided in connection with any Claim is true and complete to the best of the signatory's knowledge; and that the signatory understands the legal consequences of making false statements in connection with a Claim.

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