Legal Information Statement

LEGAL INFORMATION STATEMENT

This Legal Information Statement (the "Statement") is made and entered into as of Effective Date: by and between Disclosing Party Name: with principal address: and Recipient Party Name: with principal address: .

RECITALS

WHEREAS, Disclosing Party possesses certain legal, regulatory, contractual and factual information relevant to the relationship between the parties, including without limitation matters concerning litigation, regulatory inquiries, insolvency, material contracts, and intellectual property (collectively, the "Disclosed Matters"); and

WHEREAS, Recipient requires a written statement of specified legal information from Disclosing Party for the purpose of evaluating, performing, or completing obligations contemplated by the parties' business dealings; and

WHEREAS, Disclosing Party is willing to provide this Statement, and Recipient will rely on the truthfulness and completeness of the representations and disclosures set forth herein.

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

1. DEFINITIONS

For purposes of this Statement, the following terms shall have the meanings set forth below: "Disclosed Matters" means those legal, regulatory, contractual and factual matters described in the Recitals; "Material Adverse Effect" means any circumstance that has a material adverse effect on the business, financial condition, operations or legal standing of a party; and "Representative" means any director, officer, employee, counsel or advisor of a party who is bound by confidentiality obligations.

2. DISCLOSURES AND REPRESENTATIONS

Disclosing Party represents and warrants to Recipient that, to the best of its knowledge after reasonable inquiry: (a) all material pending or threatened litigation, arbitration, administrative proceeding, injunction, or governmental investigation involving Disclosing Party that is related to the Disclosed Matters is disclosed in this Statement; (b) there are no undisclosed judgments, liens or writs that would reasonably be expected to give rise to a Material Adverse Effect; and (c) the information provided in response to the Disclosure Checklist in Section 3 is true, complete and accurate in all material respects as of the Effective Date.

3. DISCLOSURE CHECKLIST

Please indicate the existence of the following by checking "Yes" where applicable. For any item checked "Yes", provide a concise factual explanation in the field below.

4. USE, CONFIDENTIALITY AND LIMITATIONS

Recipient acknowledges that Disclosing Party's statements and supporting documents provided under this Statement are made solely for the limited purpose set forth in the Recitals. Recipient shall treat the contents of this Statement as Confidential Information and shall not disclose such information to any third party except to its Representatives who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those applicable to Recipient. The parties understand and agree that this Statement is not, and shall not be construed as, an admission of liability, a waiver of any privilege, or a representation that all matters of potential legal significance have been identified.

5. CERTIFICATION; ACCURACY; CONTINUING OBLIGATION

The undersigned certifies, under penalty of perjury and to the best of the undersigned's knowledge and belief, that the statements and representations contained in this Statement are true, complete and accurate in all material respects as of the Effective Date. Disclosing Party agrees to promptly notify Recipient in writing of any material change in the Disclosed Matters that occurs after the Effective Date and prior to the consummation of any transaction or performance of any obligation that is the subject of Recipient's reliance on this Statement.

6. INDEMNIFICATION

Disclosing Party shall indemnify, defend and hold harmless Recipient, its affiliates and their Representatives from and against any losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of any material inaccuracy or breach of the representations made in Section 2 or any failure to disclose a Disclosed Matter required by this Statement, provided that Recipient gives prompt written notice of a claim and cooperates in the defense.

7. NOTICES

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

8. AMENDMENTS; WAIVER

No amendment, waiver or modification of any provision of this Statement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by any party in exercising any right under this Statement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

9. GOVERNING LAW

This Statement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified below without regard to its conflict of law principles.

10. ENTIRE AGREEMENT

This Statement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral, relating to such subject matter.

11. SEVERABILITY

If any provision of this Statement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the greatest extent possible, the original intent of the parties.

12. COUNTERPARTS

This Statement 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 transmitted by facsimile, electronic image or other electronic means shall be binding and treated as original signatures for all purposes.

AUTHORIZATION

The individual signing on behalf of each party represents and warrants that he or she is duly authorized to execute and deliver this Statement on behalf of such party and that this Statement constitutes a legal, valid and binding obligation of such party enforceable against it in accordance with its terms.

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