Legal Mandatory Disclosure Form

LEGAL MANDATORY DISCLOSURE FORM

This Legal Mandatory Disclosure Form is executed on this by and between Disclosure Provider: whose principal address is and Recipient: whose principal address is .

RECITALS

WHEREAS, Disclosure Provider possesses certain facts, information, documents and materials that are required by law, contract or policy to be disclosed to Recipient in connection with the matters described herein; and

WHEREAS, Recipient requires such disclosures for the purpose of evaluating rights, obligations, compliance, potential liabilities and to fulfill regulatory or contractual obligations; and

WHEREAS, the parties wish to set forth the scope, timing and consequences of required disclosures and the procedures for documenting and certifying those disclosures.

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

1. DEFINITIONS

1.1 "Disclosure" means any fact, circumstance, document, communication or other information that Disclosure Provider is required to deliver to Recipient by statute, regulation, contractual obligation, judicial process, or this Form. "Material" or "Materiality" shall be construed by reference to whether a reasonable recipient would consider the information significant to an evaluation of rights, liabilities, compliance or the subject transaction.

2. SCOPE OF MANDATORY DISCLOSURES

2.1 Disclosure Provider shall disclose all Disclosures that are known to it as of the Effective Date and that arise thereafter during the term of any related obligation unless otherwise superseded by subsequent written agreement. Disclosures include, without limitation, the categories checked below:

3. TIMING AND METHOD OF DISCLOSURE

3.1 Initial Disclosures shall be made no later than . Thereafter, Disclosure Provider shall promptly, and in any event within of obtaining knowledge of any additional Disclosure, provide written notice to Recipient.

3.2 Method: All Disclosures shall be delivered in writing and accompanied by a cover letter identifying the category of Disclosure, the date discovered, and a list of attachments. Electronic delivery is permitted where the sender obtains confirmation of receipt.

4. MATERIALITY; GOOD FAITH

4.1 Disclosure Provider represents that, to the best of its knowledge after reasonable inquiry, the information disclosed is true, complete and presented in good faith. Materiality shall be judged by whether the omitted or misstated information would reasonably be expected to alter Recipient's evaluation of risks, obligations or compliance.

5. ATTACHMENTS, EXHIBITS AND RECORDS

5.1 All disclosed documents shall be listed in an index and appended as numbered exhibits. If any document is withheld on a claim of privilege or confidentiality, Disclosure Provider shall provide a privilege log containing the information necessary for Recipient to assess the claim.

6. CONFIDENTIALITY AND USE OF DISCLOSED INFORMATION

6.1 Recipient shall use Disclosures solely for the stated permissible purpose and shall not disclose such information to third parties except as required by law, regulation, or as permitted by written agreement. Recipient shall implement reasonable safeguards to prevent unauthorized use or disclosure and shall notify Disclosure Provider promptly upon becoming aware of any unauthorized disclosure.

7. REPRESENTATIONS AND WARRANTIES

7.1 Disclosure Provider represents and warrants that it has authority to disclose the information provided and that, to the best of its knowledge after reasonable inquiry, the Disclosures are true and complete in all material respects. Recipient represents that it will treat disclosed information in accordance with Section 6 and applicable law.

8. REMEDIES; INDEMNIFICATION

8.1 Each party acknowledges that a breach of the disclosure obligations may cause irreparable harm for which monetary damages may be insufficient. In addition to injunctive relief, the non-breaching party shall be entitled to recover reasonable attorneys' fees and costs incurred in enforcing this Form, and the breaching party shall indemnify and hold harmless the other party from losses arising from a material breach of the disclosure obligations.

9. NOTICES

9.1 All notices, disclosures and communications required by this Form shall be delivered in writing to the addresses set forth below or as otherwise designated in writing by the parties.

10. AMENDMENTS; WAIVER; COUNTERPARTS

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

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law: This Form shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties: , without regard to conflict of law principles.

11.2 Entire Agreement: This Form constitutes the entire agreement between the parties with respect to Mandatory Disclosures and supersedes all prior discussions and agreements on the subject.

11.3 Severability: If any provision of this Form is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

CERTIFICATION

By signing below, each signatory certifies under penalty of law that the information and attachments provided constitute complete and accurate Disclosures to the best of the signatory's knowledge, and that the signatory is authorized to execute this Form on behalf of the party identified.

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