Legal Information Return

LEGAL INFORMATION RETURN

This Legal Information Return (the Return) is executed as of the day of , by and between Client Name: with principal address at (Recipient), and Returner Name: with principal address at (Returner).

RECITALS

WHEREAS, Recipient requires current and comprehensive disclosure of legal matters, claims, proceedings and other material legal information affecting Returner for purposes of evaluation, monitoring and regulatory compliance; and

WHEREAS, Returner represents that it possesses or may in the future possess information and documents regarding actual or potential legal matters that materially affect its operations, obligations or liabilities; and

WHEREAS, the parties desire to set forth the terms under which such legal information shall be provided, used and maintained.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Return: (a) "Legal Matter" means any litigation, arbitration, administrative or regulatory proceeding, government investigation, subpoena, judgment, lien, bankruptcy filing, consent decree, criminal proceeding, intellectual property dispute, contractual default or any threatened claim or analogous matter; (b) "Material" means information reasonably likely to influence Recipient's decision-making with respect to its relationship with Returner.

2. SCOPE OF RETURN

Returner shall, as of the Effective Date and continuing thereafter in accordance with Section 6, disclose to Recipient all Legal Matters that are Material. Disclosures shall be complete, accurate and include the status, material facts, parties involved, claim amounts (if any), filing dates and copies of material documents.

3. ITEMIZED LEGAL MATTERS

For each category below, indicate whether one or more matters exist and, if yes, provide the requested details.

Exists:

Exists:

Exists:

Exists:

Exists:

Exists:

Exists:

Exists:

4. REPRESENTATIONS AND WARRANTIES

Returner represents and warrants that: (a) the disclosures made in this Return and any attachments are true, complete and correct in all material respects as of the date provided; (b) Returner has provided all material documents in its possession relevant to disclosed matters; and (c) no material fact has been intentionally omitted. Returner further warrants that it has the authority to make the disclosures contained herein.

5. CONFIDENTIALITY; USE OF INFORMATION

Recipient shall treat information delivered under this Return as Confidential Information and shall use such information solely for internal evaluation, compliance, risk management and related lawful purposes. Recipient may disclose such information to its counsel, auditors, insurers and advisors on a need-to-know basis provided such recipients are bound to confidentiality obligations no less protective than those herein. Confidentiality obligations shall not apply to information that is or becomes publicly available through no fault of Recipient, that was known to Recipient prior to disclosure, or that is required to be disclosed by law or valid process.

6. ONGOING OBLIGATION TO NOTIFY

Returner shall promptly, and in any event within business days of obtaining knowledge, notify Recipient of any material change in the status of matters previously disclosed or the existence of any new Material Legal Matter.

7. COOPERATION; PRODUCTION OF DOCUMENTS

Upon request Recipient may require Returner to cooperate reasonably and produce non-privileged documents, witness statements and other materials necessary for evaluation or defense of disclosed matters. Returner agrees to preserve documents relevant to any disclosed matter pending resolution or further instruction from Recipient.

8. INDEMNIFICATION

Returner shall indemnify, defend and hold harmless Recipient and its affiliates, officers, directors, employees and agents from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from (i) any material inaccuracy, omission or misrepresentation in the disclosures made by Returner, or (ii) Returner's failure to notify Recipient of material changes as required by this Return.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM FRAUD OR WILLFUL MISCONDUCT, OR RETURNER'S OBLIGATIONS UNDER SECTION 8, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

10. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) and shall be effective upon receipt.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Return may be amended only by a writing executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. This Return may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one instrument.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Return shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

If any provision of this Return is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Return constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings and representations.

13. CERTIFICATION

The undersigned Returner certifies under penalty of perjury that the information provided in this Return and any attached schedules is true, correct and complete to the best of the undersigned's knowledge and belief, and that failure to disclose material matters may result in remedies at law or equity.

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