Legal Interest Disclosure Form

LEGAL INTEREST DISCLOSURE FORM

This Legal Interest Disclosure Form is made and entered into by and between Disclosing Party: , with principal address at , and Recipient Party: , with principal address at . The parties may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Disclosing Party has or may acquire certain interests, relationships or holdings that could reasonably be construed as relevant to the Recipient Party's evaluation or decision-making regarding proposed or existing transactions, engagements or contractual relationships between the Parties; and

WHEREAS, the Parties desire to record, in writing, all material interests, financial or otherwise, that might constitute a potential conflict of interest, to permit Recipient Party to evaluate such interests and to establish reliance and remedies in the event of material non-disclosure or misrepresentation; and

WHEREAS, Disclosing Party represents that the information provided in this form is accurate, complete and current to the best of its knowledge as of the date of execution, subject to the disclosure obligations set forth below.

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

1. DEFINITIONS

For the purposes of this Form, "Interest" means any financial, familial, fiduciary, ownership, employment, contractual or other relationship that could reasonably be construed to influence or appear to influence the judgment, actions or decisions of the Disclosing Party in connection with the Recipient Party or any transaction between the Parties.

2. DISCLOSURE OF INTERESTS

Disclosing Party hereby discloses the following Interests that are known to Disclosing Party as of the date of this Form. Each disclosed Interest includes a description of the nature of the Interest, the parties or entities involved, the monetary value or other measure of significance when practicable, and the period during which the Interest exists or existed.

Financial (e.g., investment, debt, compensation) Ownership/Equity Employment/Consulting Familial/Personal Relationship Other

Commencement Date:    Anticipated Termination Date:

3. CONTINUING OBLIGATION TO DISCLOSE

Disclosing Party shall promptly supplement or amend this Form in writing if any material change occurs with respect to any Interest disclosed herein or if any additional Interests are acquired during the term of any relationship between the Parties. Failure to supplement or amend a material change shall constitute a breach of this Form and may give rise to remedies under Section 6 below.

4. CONFIDENTIALITY AND PERMITTED USE

Recipient Party shall use disclosed information only for the purpose of evaluating, administering or enforcing the Parties' relationship and shall maintain confidentiality of such information to the same extent and with at least the same degree of care as it accords its own confidential information, but no less than reasonable care. Notwithstanding the foregoing, Recipient Party may disclose information to its legal counsel, accountants or as required by law or regulatory authority, provided Recipient Party uses reasonable efforts to notify Disclosing Party prior to such compelled disclosure where legally permitted.

5. REPRESENTATIONS, WARRANTIES AND CERTIFICATION

Disclosing Party represents and warrants that to the best of its knowledge the information set forth in this Form is true, complete and accurate. Disclosing Party certifies that it has disclosed all material Interests known to it and acknowledges that intentional or negligent omission or misrepresentation of a material fact may result in contractual, equitable or statutory remedies.

I certify, under penalty of law, that the information provided in this Legal Interest Disclosure Form is true, correct and complete to the best of my knowledge.

6. REMEDIES AND INDEMNIFICATION

If Disclosing Party breaches any representation or fails to disclose a material Interest, Recipient Party may pursue all available remedies at law or in equity, including but not limited to rescission, injunctive relief, damages and indemnification. Disclosing Party shall indemnify and hold harmless Recipient Party from and against any liabilities, losses or expenses (including reasonable attorneys' fees) arising from a material misrepresentation or omission in this Form.

7. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the addresses set forth below or such other address as a Party designates by written notice in accordance with this Section. Notice is effective upon personal delivery, confirmed delivery by nationally recognized overnight carrier, or three (3) business days after deposit in the United States mail, certified mail, return receipt requested.

8. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Form will be effective unless made in writing and signed by both Parties. The failure of either Party to enforce any provision of this Form will not constitute a waiver of that provision or any other provision. This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the substantive laws of the jurisdiction specified by the Parties below without regard to conflict of law principles. This Form constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Form is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10. MISCELLANEOUS PROVISIONS

The Parties agree that any dispute regarding the interpretation or enforcement of this Form shall be subject to the dispute resolution provisions, if any, contained in any controlling agreement between the Parties; absent such agreement, the Parties shall pursue resolution through mediation prior to initiating litigation. Costs and fees shall be governed by the indemnity provisions herein if applicable.

EXECUTION

The Parties have caused this Legal Interest Disclosure Form to be executed by their duly authorized representatives as of the dates set forth below.

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