Legal Information Report

LEGAL INFORMATION REPORT

This Legal Information Report is made as of Date: by Reporting Party: to Recipient: .

RECITALS

WHEREAS, the Reporting Party possesses certain legal, contractual and regulatory information relevant to the Recipient's evaluation of a proposed transaction, engagement or ongoing relationship between the parties; and

WHEREAS, the Recipient has requested that the Reporting Party deliver a written report identifying material legal matters, lawsuits, claims, governmental inquiries, material contracts, intellectual property ownership and other legal obligations affecting the Reporting Party; and

WHEREAS, the parties intend that the Reporting Party's representations and disclosures set forth in this Legal Information Report be relied upon by the Recipient in connection with the Recipient's due diligence and decision-making processes;

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

1. DEFINITIONS

In this Report, unless the context requires otherwise, capitalized terms have the meanings set forth in this Section. "Material" means a matter that would reasonably be expected to have a material adverse effect on the business, operations, assets or financial condition of the Reporting Party. "Known" or "Knowledge" when used with reference to the Reporting Party means the actual knowledge of the Reporting Party's senior legal or executive officers after reasonable inquiry.

2. SCOPE OF REPORT

The Reporting Party hereby discloses the legal matters, proceedings, contracts and regulatory issues identified below to the best of its Knowledge. This Report addresses Material matters in existence as of the Report Date and does not constitute a representation as to matters that are immaterial or that arise after the Report Date.

3. SUMMARY OF MATERIAL LEGAL MATTERS

Yes No

4. LITIGATION HISTORY

Yes No If yes, describe:

5. MATERIAL CONTRACTS AND OBLIGATIONS

Yes No If yes, describe relevant provisions:

6. INTELLECTUAL PROPERTY

The Reporting Party hereby discloses the material registered or asserted intellectual property assets and any known third-party claims or disputes regarding such assets.

Owned Licensed In Licensed Out Claims Pending

7. REGULATORY AND COMPLIANCE MATTERS

Yes No If yes, describe:

8. CONFIDENTIALITY AND USE OF INFORMATION

The Recipient shall use the information contained in this Report solely for the purposes of evaluating the matters described herein and shall keep such information confidential. The Recipient may disclose the information only to those of its officers, directors, employees, agents, advisors and affiliates who have a strict need to know and who are bound by confidentiality obligations at least as protective as those set forth in this Section. Notwithstanding the foregoing, the Recipient may disclose information to the extent required by applicable law, regulation or valid legal process provided that, to the extent permitted, the Recipient gives the Reporting Party prompt written notice and cooperates to seek confidential treatment or a protective order.

9. REPRESENTATIONS AND WARRANTIES

The Reporting Party represents and warrants, as of the Report Date, that (a) to the best of its Knowledge, the statements and disclosures contained in this Report are true and correct in all Material respects, and (b) no Material legal matter has been intentionally omitted. The Reporting Party makes no representation as to immaterial matters or to events arising after the Report Date.

10. INDEMNIFICATION

The Reporting Party shall indemnify, defend and hold harmless the Recipient and its officers, directors, employees and agents from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by the Recipient arising out of or resulting from any material inaccuracy in the Reporting Party's representations or omissions of Material information in this Report, provided that the Recipient gives prompt written notice of any claim and allows the Reporting Party to assume control of the defense where doing so would not materially prejudice the Recipient's rights.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM FRAUD, WILLFUL MISCONDUCT, OR THE REPORTING PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES. THE REPORTING PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS REPORT SHALL NOT EXCEED THE AMOUNT OF DIRECT, DOCUMENTED DAMAGES INCURRED BY THE RECIPIENT AND DIRECTLY CAUSED BY A BREACH OF THE REPORTING PARTY'S REPRESENTATIONS.

12. NOTICES

All notices required or permitted under this Report shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested, to the addresses set forth above or such other address as either party may designate by notice.

13. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Report shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of such right.

14. ENTIRE AGREEMENT

This Report, including any schedules or attachments expressly incorporated herein, 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.

15. SEVERABILITY

If any provision of this Report is held to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be limited or eliminated to the minimum extent necessary so that this Report shall otherwise remain in full force and effect and enforceable to the maximum extent permitted by law.

16. COUNTERPARTS

This Report may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be binding.

17. CERTIFICATION

The Reporting Party certifies that, to the best of its Knowledge after reasonable inquiry, the information provided in this Report is true, complete and accurate in all Material respects as of the Report Date, and that no Material fact or circumstance has been omitted that would render the statements misleading.

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