Legal Joint Declaration Form

LEGAL JOINT DECLARATION FORM

This Legal Joint Declaration is made on this day of , , by and between Party A: , Address: , and Party B: , Address: .

RECITALS

WHEREAS, Party A and Party B seek to make a joint, written declaration identifying certain facts, circumstances and agreements relevant to third-party reliance and to record the mutual understandings of the parties;

WHEREAS, the parties each represent that they have the legal capacity and authority to execute this Joint Declaration and to bind themselves to the statements contained herein;

WHEREAS, the parties intend that the statements and admissions set forth in this Joint Declaration may be relied upon by third parties, governmental authorities, and other persons as set forth in the terms below;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for 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 Joint Declaration, the following terms shall have the meanings set forth below. "Declared Facts" means the matters, statements and descriptions contained in Section 2. "Effective Date" means the date set forth in the opening paragraph of this document. All other capitalized terms used in this instrument shall have the meanings ascribed herein or, if not defined herein, shall be given their ordinary and customary meanings.

2. JOINT DECLARATIONS

The parties jointly declare and state the following facts, matters and circumstances. Each item below is a material statement made by both parties and may be relied upon by third parties as specified in Section 4.

Effective as of:

3. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other party that: (a) it has full power and authority to enter into and perform its obligations under this Joint Declaration; (b) the execution, delivery and performance of this Joint Declaration have been duly authorized by all necessary action; (c) neither the execution nor the performance of this Joint Declaration violates any agreement, instrument, judgment, order or law applicable to such party; and (d) the statements contained in Section 2 are true and correct to the best of such party's knowledge as of the Effective Date, subject to any exceptions expressly stated in the Detailed Statement of Joint Declarations.

4. RELIANCE; THIRD PARTIES

The parties intend that the statements set forth in this Joint Declaration may be relied upon by third parties, including financial institutions, governmental authorities, and other persons or entities that have a legitimate need to rely on the declared facts. Neither party shall make any additional statements inconsistent with the declared facts without the prior written consent of the other party. Any third party that reasonably and in good faith relies on this Joint Declaration may treat the declared facts as true and binding on both parties.

5. CONFIDENTIALITY

Unless otherwise mutually agreed in writing, the parties acknowledge that certain elements of the Detailed Statement of Joint Declarations may constitute confidential information. The parties shall not disclose confidential portions of the Detailed Statement to third parties except (a) as required by law or valid legal process, or (b) to those third parties that have a legitimate need to know and who agree to confidentiality terms no less protective than those contained in this Section. Disclosure required by law shall only be made after reasonable prior notice to the other party, unless such notice is legally prohibited.

6. CERTIFICATION UNDER PENALTY OF PERJURY

Each party affirms and certifies that the statements and facts set forth in this Joint Declaration are true, complete and correct to the best of such party's knowledge and belief. Each party acknowledges that making a false statement in a written declaration may expose the declarant to civil or criminal liability under applicable law.

7. NOTICES

All notices and communications required or permitted under this Joint Declaration shall be in writing and delivered to the address set forth below for each party or to such other address as either party may designate by written notice in accordance with this Section.

8. GOVERNING LAW

This Joint Declaration shall be governed by and construed in accordance with the laws of the jurisdiction designated below without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of any disputes arising out of or relating to this Joint Declaration.

9. ENTIRE AGREEMENT; SEVERABILITY

This Joint Declaration constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect to such subject matter. If any provision of this Joint Declaration is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected thereby, and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable.

10. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Joint Declaration shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision. This Joint Declaration may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

11. EXECUTION

IN WITNESS WHEREOF, the parties have executed this Joint Declaration as of the Effective Date set forth above.

Sign Now