Legal Full Disclosure Document

LEGAL FULL DISCLOSURE DOCUMENT

This Legal Full Disclosure Document (the "Document") is made effective as of by and between Disclosing Party: with principal address and Receiving Party: with principal address .

Recitals

WHEREAS, Disclosing Party possesses certain information, documents and records concerning its business, operations, financial condition, liabilities, contracts, litigation and other matters that are material to the Receiving Party's evaluation of a potential transaction or continuing relationship; and

WHEREAS, Receiving Party has requested disclosure of such information to evaluate the matters set forth above, and Disclosing Party is willing to provide full and accurate disclosure subject to the terms and conditions of this Document; and

WHEREAS, the parties intend that the disclosures made pursuant to this Document be accurate and complete to the best of Disclosing Party's knowledge and be relied upon by Receiving Party for the purposes described herein.

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

1. Definitions

1.1 "Disclosure" means all written, electronic or oral information and documents furnished or otherwise made available by Disclosing Party to Receiving Party, including but not limited to schedules, contracts, financial statements, tax returns, correspondence, claims, litigation records, regulatory filings and environmental reports.

1.2 "Knowledge" and similar qualifiers mean the actual knowledge of the officers of the Disclosing Party after reasonable inquiry into matters within their authority and responsibility.

2. Scope of Disclosures

2.1 Disclosing Party shall provide full and accurate Disclosure of all material facts and documents known to it and relevant to the matters described in the Recitals. Such Disclosure shall include, without limitation, the categories identified below as applicable:

Select categories disclosed: Litigation Tax Environmental Regulatory/Compliance Contractual Obligations Financial Obligations Intellectual Property Insurance Claims Other

3. Representations and Warranties

3.1 Disclosing Party represents and warrants that, to its Knowledge, the Disclosure furnished hereunder is true, complete and correct in all material respects as of the Effective Date and does not omit to state any material fact necessary to make the disclosed information not misleading in light of the circumstances of its disclosure.

3.2 Receiving Party acknowledges that Disclosing Party's representations are limited to the Knowledge of Disclosing Party and that certain disclosures may be based on estimates, good faith judgment and information obtained from third parties. Disclosing Party shall use commercially reasonable efforts to provide updates as required under Section 5.

4. Confidentiality and Use

4.1 Receiving Party shall maintain the Disclosure in strict confidence, shall not disclose such Disclosure to any third party except as allowed in this Section, and shall use the Disclosure solely for the evaluation and negotiation of the matters contemplated by the Recitals.

4.2 Receiving Party may disclose Disclosure to its officers, directors, employees, attorneys, accountants, advisors and financing sources who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Receiving Party shall remain liable for any unauthorized disclosure by such persons.

4.3 The obligations of confidentiality shall not apply to information that: (a) is or becomes generally available to the public other than by breach of this Document; (b) is or becomes available to Receiving Party on a non-confidential basis from a third party entitled to disclose it; or (c) is required to be disclosed by law, regulation or valid order of a court or governmental authority, provided that Receiving Party promptly notifies Disclosing Party of such requirement and cooperates with Disclosing Party, at Disclosing Party's expense, in seeking a protective order or other remedy.

5. Continuing Duty to Update

5.1 From the Effective Date until the earlier of the consummation of the proposed transaction or termination of discussions, Disclosing Party shall promptly supplement or amend its Disclosure if it becomes aware that any information previously disclosed is materially false or misleading or if additional material facts arise.

5.2 Disclosing Party shall provide any required supplemental disclosure within days of discovery of the matter requiring disclosure.

6. Indemnification

6.1 Disclosing Party agrees to indemnify, defend and hold harmless Receiving Party and its affiliates, officers, directors, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Disclosing Party's representations and warranties in Section 3 that result in material and direct loss to Receiving Party, provided that Receiving Party gives prompt written notice of any claim and cooperates in the defense.

6.2 Receiving Party shall indemnify Disclosing Party against losses resulting from Receiving Party's unauthorized use or disclosure of the Disclosure in violation of Section 4.

7. Remedies; Limitation of Liability

7.1 The parties agree that a breach of the confidentiality or disclosure obligations would cause irreparable harm for which monetary damages may be inadequate; accordingly, each party is entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

7.2 Except for breaches giving rise to equitable relief or indemnification obligations under Section 6, neither party shall be liable to the other for incidental, consequential, punitive or special damages arising from this Document.

8. Notices

All notices, requests, demands and other communications required or permitted under this Document shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice to the other party).

9. Amendments; Waiver; Counterparts

9.1 No amendment, modification or waiver of any provision of this Document shall be effective unless in writing and signed by both parties.

9.2 Waiver by a party of any breach or default shall not constitute a waiver of any other right under this Document.

9.3 This Document 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. Signatures delivered by electronic means shall be effective as originals.

10. Governing Law; Entire Agreement; Severability

10.1 This Document shall be governed by and construed in accordance with the laws of the jurisdiction selected by mutual agreement of the parties. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising under this Document.

10.2 This Document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, proposals and agreements, whether written or oral.

10.3 If any provision of this Document is held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision hereof, and the parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the original provision.

11. Miscellaneous Provisions

11.1 No party may assign its rights or delegate its obligations under this Document without the prior written consent of the other party, except that either party may assign this Document in connection with a merger, sale of substantially all assets or change of control.

11.2 The headings in this Document are for convenience of reference only and shall not affect the interpretation of any provisions herein.

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