Legal Interest Form

LEGAL INTEREST FORM

This Legal Interest Form (the "Form") is made and entered into as of by and between Claimant Name: with principal address: and Respondent Name: with principal address: .

RECITALS

WHEREAS, Claimant asserts a legal or equitable interest in the property, asset, or rights described in Section 2 below (the "Interest"); and

WHEREAS, Respondent is the record owner or a party with asserted control over the subject of the Interest and the parties desire to memorialize the existence, scope, and procedures relating to the Claimant's asserted Interest; and

WHEREAS, the parties wish to set forth certain representations, remedies, and recording procedures to provide notice to third parties and to protect the rights of Claimant while preserving the parties' other legal rights.

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

1. DEFINITIONS

"Interest" shall mean the specific legal, equitable, contractual, or security interest described in Section 2, and includes any lien, encumbrance, charge, equitable claim, or other proprietary right asserted by Claimant.

"Recording" means the filing, recording, or giving of public notice of the Interest with any governmental recording office, registry, or equivalent public record maintained by a competent authority.

2. DESCRIPTION OF INTEREST

Select the type(s) of legal interest being asserted:
Equitable interest Security interest Lien Other:

3. REPRESENTATIONS AND WARRANTIES

Claimant represents and warrants to Respondent that: (a) Claimant has the requisite power and authority to assert the Interest; (b) to Claimant's knowledge the Interest is not subject to any prior perfected security interest except as disclosed in writing to Respondent; and (c) Claimant's assertion of the Interest is not made in bad faith or for the purpose of harassment. Respondent represents that it has provided to Claimant all material information in Respondent's possession relating to title, liens, or claims affecting the subject described in Section 2.

4. RECORDING AND NOTICE

If Claimant determines that a public Recording is necessary to preserve or protect the Interest, Claimant may proceed to file or record a notice of interest in the appropriate public office. Prior to initiating any Recording, Claimant will provide Respondent written notice in the manner set forth in Section 10 and allow Respondent ten (10) calendar days to cure any asserted defect identified in such notice. Notwithstanding the foregoing, where exigent circumstances exist that require immediate Recording to preserve the Interest, Claimant may proceed without delay while promptly notifying Respondent thereafter.

5. LIMITATIONS; SCOPE

The Interest asserted under this Form is limited to the extent, duration, and priority expressly described herein and in any Recording. This Form does not transfer title, confer possession, or otherwise alter substantive property rights except as expressly set forth in writing. Unless otherwise agreed in a separate, written instrument executed by the parties, this Form does not substitute for a security agreement, deed, mortgage, or other instrument required to effectuate a transfer of legal title or a perfected security interest under applicable law.

6. REMEDIES; COSTS

Each party's remedies for breach of this Form shall include injunctive relief, specific performance, declaratory relief, and any other remedies available at law or equity. The prevailing party in any action to enforce this Form shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with such enforcement, in addition to any other relief awarded by the tribunal.

7. TAXES, RECORDS AND COOPERATION

The parties shall cooperate in good faith to provide any documentation, affidavits, or instruments reasonably necessary to record, perfect, assign, or terminate the Interest. Any transfer, recording, or termination performed at the direction of Claimant shall be at Claimant's sole expense unless otherwise agreed in writing.

8. INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of any representation, warranty, or covenant in this Form or from the indemnifying party's negligent or willful acts or omissions in asserting or disputing the Interest.

9. GOVERNING LAW; VENUE

This Form shall be governed by and construed in accordance with the laws of the jurisdiction specified below. The parties submit to the exclusive jurisdiction and venue of the courts located in that jurisdiction for any disputes arising under this Form.

10. NOTICES

All notices required or permitted under this Form must be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party designates by notice. Notice shall be deemed given upon delivery or, if mailed, three (3) business days after mailing.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Form may be amended or modified only by a written instrument executed by both parties. No waiver of any provision of this Form shall be effective unless in a writing signed by the party against whom enforcement is sought. This Form may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

12. ENTIRE AGREEMENT; SEVERABILITY

This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto. If any provision of this Form is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that most closely approximates the original intent.

13. MISCELLANEOUS

The headings in this Form are for convenience only and shall not affect the interpretation of this Form. The obligations and benefits of this Form shall inure to the parties and their respective successors and permitted assigns. No assignment shall be effective without the prior written consent of the non-assigning party, except that Claimant may assign its rights to a successor in interest in connection with the assignment of the Interest.

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