Legal Financial Disclosure Certificate

LEGAL FINANCIAL DISCLOSURE CERTIFICATE

This Legal Financial Disclosure Certificate (the "Certificate") is made as of Effective Date: by and between Discloser Name: with principal address: and Recipient Name: with principal address: .

RECITALS

WHEREAS, Discloser possesses and controls certain financial information, assets and liabilities relevant to the matters described in the recitals and Sections below; and

WHEREAS, Recipient requires a certified disclosure of Discloser’s material financial information for the purpose of evaluating creditworthiness, consummating a transaction, or fulfilling a court or contractual obligation described as: ; and

WHEREAS, the parties desire to set forth the terms, scope, and certifications governing the disclosure, use, and continuing accuracy of the disclosed financial information.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Disclosure Information" means all written, electronic or oral information, statements, attachments and schedules delivered by Discloser to Recipient pursuant to this Certificate, including but not limited to schedules of assets, liabilities, income, bank and investment accounts, ownership interests, contingent obligations and pending or threatened litigation.

1.2 "Material" means reasonably likely to affect Recipient’s decision-making with respect to the Purpose described above.

2. DISCLOSURE OF FINANCIAL INFORMATION

2.1 Obligation. Discloser hereby discloses and certifies the accuracy of the Disclosure Information set forth in the Schedules attached hereto (if any) and in the fields below. Discloser affirms that the Disclosure Information is complete and accurate to the best of Discloser’s knowledge as of the Effective Date, except as otherwise noted in the Disclosure Update section below.

Schedule A — Summary of Assets

Schedule B — Summary of Liabilities

Schedule C — Income, Cash Flow and Sources

Schedule D — Contingent Obligations, Guarantees and Litigation

3. REPRESENTATIONS AND WARRANTIES

Discloser represents and warrants to Recipient that, as of the Effective Date:

(a) The Disclosure Information furnished by Discloser is true, complete and correct in all material respects and does not omit any Material fact necessary to make such information not misleading; and

(b) Discloser has the full right, power and authority to disclose the Disclosure Information and to execute and deliver this Certificate and to perform its obligations hereunder.

4. CONFIDENTIALITY AND PERMITTED USE

4.1 Recipient shall use the Disclosure Information solely for the Purpose stated in this Certificate and shall not disclose such information to any third party except to its counsel, auditors, advisors or as required by applicable law, provided that Recipient remains responsible for any breach of this Section by such persons.

4.2 Recipient shall employ commercially reasonable safeguards to protect the confidentiality of the Disclosure Information and shall promptly notify Discloser in writing upon discovery of any unauthorized disclosure.

5. CONTINUING DUTY TO UPDATE

Discloser acknowledges a continuing duty to promptly supplement or correct the Disclosure Information if Discloser becomes aware of any material inaccuracy or omission after the Effective Date. Any supplemental disclosure shall be made in writing and delivered to Recipient in accordance with the Notices section below.

6. LIMITATIONS, NO ADMISSION AND LIABILITY

6.1 This Certificate is made solely for the benefit of the parties and their permitted assigns and does not create any third-party beneficiary rights.

6.2 Nothing contained in this Certificate shall be construed as an admission of liability, fault, or wrongdoing by Discloser or as an admission for any purpose beyond the limited Purpose stated herein.

7. REMEDIES

Recipient shall have all remedies available at law or in equity for breach of this Certificate, including specific performance and injunctive relief, without limiting any other remedies. Discloser acknowledges that a material breach of the representations and warranties herein may cause irreparable harm to Recipient.

8. NOTICES

All notices shall be in writing and shall be effective upon delivery when delivered personally or by certified mail, return receipt requested, or upon confirmation of receipt when sent by nationally recognized overnight courier.

9. GOVERNING LAW; JURISDICTION

This Certificate shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the selected jurisdiction for resolution of disputes arising out of or relating to this Certificate.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 This Certificate, including all schedules and written attachments referenced herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

10.2 If any provision of this Certificate is determined to be invalid or unenforceable, such determination shall not affect the remaining provisions, which shall remain in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Certificate shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall be a waiver of that right. This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. CERTIFICATION

Discloser certifies under penalty of perjury and other applicable penalties that the Disclosure Information set forth in this Certificate and the attached schedules is true, correct and complete to the best of Discloser’s knowledge after due inquiry. Discloser acknowledges that intentional misrepresentation or omission may subject Discloser to civil and criminal liability.

By checking the box below, Discloser affirms the representations and authorizations contained in this Certificate.

I hereby affirm that the Disclosure Information is true and complete.

13. ADDITIONAL ACKNOWLEDGMENTS

Discloser authorizes Recipient to verify the Disclosure Information through third-party inquiries and to share Disclosure Information with parties to the transaction or legal process for which this Certificate is provided, subject to the confidentiality protections set forth herein.

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