Legal Liability Declaration Form

LEGAL LIABILITY DECLARATION FORM

This Legal Liability Declaration ("Declaration") is made effective as of / / , by and between Declarant Name: (Entity Type: Individual Corporation LLC Partnership Other) and Recipient Name: (Entity Type: Individual Corporation LLC Partnership Other).

RECITALS

WHEREAS, Declarant possesses or has knowledge of certain liabilities, claims, obligations, or potential exposures that affect Declarant and that Declarant wishes to disclose, admit, or otherwise formally declare for the benefit of Recipient; and

WHEREAS, Recipient requires an express written declaration of such liabilities in order to assess potential exposure, allocate responsibility, and, where applicable, obtain contractual protections, indemnities, or other remedial measures; and

WHEREAS, the parties wish to set forth the declared liabilities, the scope of any indemnities, the covenants of the Declarant, and the remedies available to Recipient in accordance with the terms of this Declaration.

NOW, THEREFORE, in consideration of the mutual covenants 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 Declaration, the following terms have the meanings set forth below:

"Declared Liabilities" means the liabilities, obligations, claims, losses, costs, expenses and damages specifically described by Declarant in Section 2 below, whether actual or reasonably anticipated, contingent or matured, known or reasonably discoverable at the Effective Date.

"Indemnified Parties" means Recipient and its officers, directors, employees, agents, successors and permitted assigns.

2. DECLARATION OF LIABILITIES

Declarant hereby declares, affirms and sets forth the following liabilities, each of which is a Declared Liability under this Declaration:

Estimated or asserted amount: $

Estimated or asserted amount: $

Estimated or asserted amount: $

Declarant acknowledges and agrees that the foregoing descriptions are a complete and accurate statement of Declarant's knowledge of the liabilities identified as of the Effective Date, including material facts, relevant dates, parties involved, current status, and any known or reasonably anticipated amounts. Declarant shall supplement this Declaration in writing if material additional information becomes known to Declarant prior to resolution of any Declared Liability.

3. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants to Recipient that, to the best of Declarant's knowledge after due inquiry: (a) the information contained in Section 2 is true, complete and not misleading in any material respect; (b) there are no other material liabilities or claims relating to the matters described in Section 2 that have been intentionally withheld; and (c) Declarant has the authority to make this Declaration and bind itself to the obligations set forth herein.

4. INDEMNIFICATION

Subject to the terms and limitations of this Declaration, Declarant shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs of investigation) arising out of or relating to the Declared Liabilities, except to the extent such losses arise from the gross negligence or willful misconduct of the Indemnified Party.

The indemnification obligation hereunder includes the obligation to reimburse the Indemnified Parties for any settlements reasonably entered into with the prior written consent of Declarant, which consent shall not be unreasonably withheld.

5. LIMITATION OF LIABILITY

Except for indemnification obligations expressly set forth herein, neither party shall be liable to the other for consequential, incidental, indirect, punitive or special damages arising out of this Declaration. Notwithstanding the foregoing, nothing in this paragraph shall limit liability for fraud, criminal conduct or any liability that cannot be limited as a matter of law.

6. NOTICES

All notices, requests, consents and other communications required or permitted under this Declaration shall be in writing and shall be delivered to the addresses set forth below:

7. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Declaration will be effective unless made in writing and signed by both parties. Failure or delay by any party to exercise any right under this Declaration will not constitute a waiver of that right.

8. GOVERNING LAW

This Declaration will be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below, without regard to its conflict of law principles. The parties agree that the selected law will govern all disputes arising out of or relating to this Declaration.

9. ENTIRE AGREEMENT

This Declaration, together with any schedules or exhibits attached hereto, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

10. SEVERABILITY

If any provision of this Declaration is determined to be invalid, illegal or unenforceable in any respect, the remaining provisions will remain in full force and effect, and the parties will endeavor in good faith to replace the invalid or unenforceable provision with a valid provision that most closely approximates the parties' intent.

11. COUNTERPARTS

This Declaration may be executed in any number of counterparts, each of which when executed and delivered will constitute an original, and all of which together will constitute one and the same instrument.

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