Legal Lodgement Document

LEGAL LODGEMENT DOCUMENT

This Legal Lodgement Document is entered into on this date: , by and between Lodging Party: with principal address: and Receiving Party: with principal address: (each a Party and together the Parties).

RECITALS

WHEREAS, the Lodging Party possesses documentation, instruments, or records described in Section 2 (the Lodgement Materials) which the Lodging Party desires to lodge with the Receiving Party for the purposes of recordation, safekeeping, registration, or administrative processing; and

WHEREAS, the Receiving Party has the operational capacity and authority to accept such Lodgement Materials and to perform the acts necessary to effectuate the intended lodgement, subject to the terms and conditions set forth in this Document; and

WHEREAS, the Parties desire to set forth the terms, conditions, duties and warranties that will govern the lodgement and handling of the Lodgement Materials.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Lodgement Materials" means all documents, digital files, instruments, exhibits, supporting materials, or other records delivered by the Lodging Party to the Receiving Party pursuant to this Document, including those described in the Lodgement Particulars below.

1.2 "Acceptance" means formal acknowledgment by the Receiving Party that the Lodgement Materials have been received and recorded, if applicable, in accordance with Section 4.

2. LODGEMENT PARTICULARS

3. DELIVERY, RECEIPT AND ACCEPTANCE

3.1 Delivery. The Lodging Party shall deliver the Lodgement Materials to the Receiving Party by the method and to the address or system identified in Section 2, and shall provide any supporting information reasonably requested by the Receiving Party to effectuate lodgement.

3.2 Receipt and Inspection. The Receiving Party shall acknowledge receipt in writing or electronic confirmation within business days and shall inspect the Lodgement Materials for conformity with the requirements set forth in this Document.

3.3 Acceptance. Acceptance shall be deemed effective upon written or electronic confirmation by the Receiving Party, which confirmation shall state any deficiencies or conditions to acceptance. Failure to issue a written notice of deficiency within the time specified in this Section shall constitute acceptance.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each Party represents and warrants that it has full power and authority to enter into and perform this Document and that the execution of this Document has been duly authorized by all necessary corporate, partnership, or other organizational action.

4.2 The Lodging Party represents and warrants that the Lodgement Materials are true, complete, and accurate to the best of its knowledge and are not false or misleading in any material respect, and that it has the right to lodge such materials for the purposes set forth herein.

5. OBLIGATIONS OF THE PARTIES

5.1 Obligations of the Lodging Party. The Lodging Party shall deliver the Lodgement Materials in the required form, provide any attestations or supporting documentation, pay any fees agreed in writing, and cooperate with the Receiving Party to correct any Deficiencies identified under Section 3.

5.2 Obligations of the Receiving Party. The Receiving Party shall use commercially reasonable efforts to process and record the Lodgement Materials, provide timely notification of acceptance or deficiency, maintain appropriate records of the lodged materials, and safeguard any confidential information in accordance with Section 7.

6. CONFIDENTIALITY

6.1 Each Party shall treat any non-public information contained in the Lodgement Materials as confidential and shall not disclose such information except to its employees, agents, contractors, or legal advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained in this Document.

6.2 The confidentiality obligations shall not apply to information which (a) is or becomes publicly available other than through a breach of this Document, (b) is lawfully obtained from a third party without restriction, or (c) is required to be disclosed by operation of law, provided the disclosing Party gives prompt written notice of such requirement and cooperates to seek protective relief where permissible.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party from and against all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties or obligations under this Document, or from negligent or willful acts or omissions in connection with the lodgement.

7.2 Limitation of Liability. Except for liability resulting from gross negligence, willful misconduct, or a breach of confidentiality under Section 6, neither Party shall be liable to the other for consequential, incidental, indirect, or punitive damages, and the aggregate liability of either Party for any claim arising from this Document shall not exceed the direct damages proven and attributable to the negligent act or omission.

8. NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered personally, by certified mail (return receipt requested), by nationally recognized courier, or by electronic transmission with confirmation, to the addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section).

9. AMENDMENT; WAIVER; COUNTERPARTS

9.1 Amendment. This Document may be amended only by a written instrument executed by both Parties.

9.2 Waiver. No course of dealing or failure to exercise any right shall operate as a waiver. A waiver must be in writing and signed by the waiving Party to be effective.

9.3 Counterparts. This Document may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

10. GOVERNING LAW; DISPUTE RESOLUTION

10.1 Governing Law. This Document shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Parties: , without regard to its conflict of laws principles.

10.2 Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising from or relating to this Document. If the Parties are unable to resolve a dispute within a reasonable time, either Party may pursue any available legal or equitable remedies in the courts of the jurisdiction identified in Section 10.1.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 Entire Agreement. This Document constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11.2 Severability. If any provision of this Document is determined to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that as closely as possible effects the Parties' original intent.

12. MISCELLANEOUS

12.1 Relationship of the Parties. The Parties are independent contractors and nothing in this Document shall create a partnership, joint venture, agency, or employment relationship between them.

12.2 Records. The Receiving Party shall maintain records of the Lodgement Materials and any actions taken with respect to those materials in a reasonable and customary manner for a period of years, unless a longer period is required by applicable law.

ADDITIONAL PROVISIONS

ENTITY TYPE (SELECT AS APPLICABLE)

Lodging Party entity type: Individual Corporation Limited Liability Company Other

Receiving Party entity type: Individual Corporation Limited Liability Company Other

CERTIFICATION

Each Party certifies that the person signing this Document on its behalf is duly authorized to bind that Party and that the information provided in this Document and in any attachments is true, complete, and accurate to the best of that Party's knowledge. Each Party further acknowledges that false or misleading statements contained in documents submitted for lodgement may give rise to civil or criminal liability under applicable law.

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