Legal Inspection Declaration

LEGAL INSPECTION DECLARATION

This Legal Inspection Declaration (the Declaration) is executed on by and between Declarant Name: (Declarant), and Owner Name: (Owner). Declarant and Owner are each a Party and collectively the Parties.

RECITALS

WHEREAS, Owner is the legal owner or authorized custodian of the property or item described below; and

WHEREAS, Declarant has conducted, or arranged for, an inspection of the property or item for the limited purposes set forth in this Declaration and prepared or will prepare a written inspection report; and

WHEREAS, the Parties desire to document the scope, findings, limitations, and legal effect of the inspection and to allocate certain risks and responsibilities arising out of the inspection.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Inspection" means the physical examination, testing, measurement, or review described in Section 2 and any ancillary procedures performed by Declarant or Declarant's agents.

1.2 "Premises" means the specific property, item, system or component identified in Section 2.2 below.

2. INSPECTION DETAILS

Visual inspection    Invasive inspection    Structural evaluation    Environmental testing    Other:

3. REPORT; DELIVERY; CONTENT

3.1 Declarant shall prepare a written report (Report) that sets forth the observations, findings, and any recommendations arising from the Inspection. The Report shall identify material defects observed, any components not inspected and the reasons therefor, and any tests performed.

3.2 Delivery of the Report to Owner and any designated recipient shall be effected by delivering a copy to the notice addresses specified in Section 8. Delivery of the Report constitutes notice of the findings for purposes of any correction notices described herein.

4. ACKNOWLEDGMENT OF LIMITATIONS; NO WARRANTY

4.1 The Parties acknowledge that the Inspection is limited in scope to those items expressly described in Section 2 and, unless expressly stated in writing in the Report, does not constitute a guarantee or warranty of the condition, remaining useful life, compliance with law, or future performance of the Premises or any component thereof.

4.2 Declarant expressly acknowledges that the Report is for the benefit of the Parties and that Owner makes no express or implied warranties by reason of permitting the Inspection. Except for willful misconduct or gross negligence, Owner disclaims all liability for defects or conditions not identified in the Report.

5. ACCEPTANCE, REMEDIES AND NOTICE OF DEFECTS

5.1 Declarant shall, within days following delivery of the Report, provide Owner with written notice of any material defects claimed and a reasonable description of the claimed remedy. Failure to provide such notice within the time stated shall be deemed acceptance of the condition as documented in the Report and a waiver of claims for latent defects that reasonably could have been discovered by the Inspection.

5.2 Except as otherwise provided in a separate binding agreement between the Parties, Owner's sole obligation for any verified defect shall be correction of the defect or payment of reasonable costs to correct, at Owner's election. The Parties expressly agree that consequential damages, incidental damages, and lost profits shall be excluded to the maximum extent permitted by law.

6. RELEASE AND INDEMNITY

6.1 To the fullest extent permitted by law, Declarant releases and forever discharges Owner and Owner's officers, employees, agents and contractors from any claim, demand, liability, loss or expense (including attorneys' fees) arising from or related to conditions identified or not identified by the Inspection, except to the extent caused by Owner's willful misconduct or gross negligence.

6.2 Declarant shall indemnify, defend and hold harmless Owner from and against any third-party claim arising out of Declarant's negligence or breach of this Declaration in connection with the Inspection, including claims arising from destructive testing or invasive procedures performed at Declarant's direction.

7. ACCESS; FURTHER INSPECTIONS; CORRECTION

7.1 Owner shall provide reasonable access and cooperation to permit completion of the Inspection and any reasonable re-inspections required to verify correction of defects. Re-inspection by Owner or Owner's designee shall be scheduled with reasonable notice.

7.2 If correction of a defect necessitates further inspection, the Parties shall coordinate such work in good faith to minimize disruption and expense. Any destructive alteration performed to correct a defect shall be restored to a condition reasonably equivalent to its pre-inspection state unless otherwise agreed in writing.

8. NOTICES

Notices required by this Declaration shall be in writing and delivered by hand, commercial courier, or certified mail, and shall be effective upon receipt.

9. MISCELLANEOUS

Governing Law: This Declaration shall be governed by and construed in accordance with the laws of the jurisdiction identified by the Parties at the time of signature; the Parties submit to the exclusive jurisdiction of courts of competent jurisdiction in that jurisdiction for disputes arising under this Declaration.

Entire Agreement: This Declaration, together with the Report when delivered and any documents incorporated herein by express reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Severability: If any provision of this Declaration is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to carry out the Parties' intent to the maximum extent permitted by law.

Amendment and Waiver: This Declaration may be amended only by a written instrument executed by both Parties. No waiver of any breach shall be effective unless in writing and signed by the waiving Party.

Counterparts: This Declaration may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

ACKNOWLEDGMENT

Each Party acknowledges that it has read this Declaration, understands its terms, and is authorized to execute this Declaration. The persons executing this Declaration on behalf of an entity represent that they have the authority to bind that entity.

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