Legal Notice and Disclosure

LEGAL NOTICE AND DISCLOSURE

This Legal Notice and Disclosure (the "Notice") is executed effective as of Effective Date: by and between Notice Issuer: whose principal place of business or residence is , and Notice Recipient: whose principal place of business or residence is .

RECITALS

WHEREAS, Issuer possesses certain information, documents, or facts described herein that may be material to Recipient's rights, obligations, or decision-making; and

WHEREAS, Issuer elects to provide formal notice and disclosure of such information to Recipient in accordance with applicable contractual and legal requirements; and

WHEREAS, Recipient acknowledges receipt of this Notice and agrees to the terms governing use, distribution, and reliance set forth below.

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 the information, facts, reports, documents, data, and communications provided by Issuer to Recipient and described in Section 2. "Confidential Information" means information designated as confidential or which, by its nature, should reasonably be understood to be confidential.

2. DESCRIPTION OF DISCLOSURE

2.1 Issuer provides the following Disclosure to Recipient. Recipient acknowledges receipt of the Disclosure described below and agrees that the Disclosure has been delivered in accordance with the terms of this Notice.

2.2 Date of disclosure:

3. SCOPE AND USE

3.1 Recipient shall use the Disclosure solely for the purpose of evaluating, responding to, or otherwise acting in accordance with the specific subject matter of the Disclosure and shall not use the Disclosure for any unrelated commercial or competitive purpose.

3.2 Recipient shall not alter, remove, or obscure any proprietary or legal notice included with the Disclosure. Any reproduction or distribution of the Disclosure shall include all such notices intact.

4. ACKNOWLEDGMENT AND RECEIPT

4.1 Recipient acknowledges that Issuer is not making any representation or warranty beyond those expressly set forth in this Notice. Recipient agrees that it has had the opportunity to ask questions and obtain clarification regarding the Disclosure.

4.2 Recipient acknowledges that the Disclosure may be based upon information reasonably available to Issuer as of the disclosure date and that Issuer disclaims liability for any inaccuracy except as expressly limited by Section 6 (Representations and Warranties).

5. CONFIDENTIALITY AND LIMITS ON DISCLOSURE

5.1 Unless otherwise specified in writing, Disclosure that is designated as Confidential Information or which a reasonable person would deem confidential shall be held in confidence by Recipient. Recipient shall use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Recipient may disclose Confidential Information only to its employees, contractors, or advisers who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those contained in this Notice. Recipient remains liable for any breach of this Notice by such persons.

6. REPRESENTATIONS AND WARRANTIES

6.1 Issuer represents and warrants to Recipient that, to Issuer's knowledge after reasonable inquiry, the facts and documents constituting the Disclosure are true and accurate in all material respects as of the date the Disclosure is delivered, subject to the limitations expressly stated in this Notice.

6.2 EXCEPT FOR THE EXPRESS REPRESENTATIONS SET FORTH IN THIS SECTION, THE DISCLOSURE IS PROVIDED "AS IS" AND ISSUER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

7.1 Recipient shall indemnify, defend, and hold harmless Issuer and its officers, directors, employees, and agents from and against any and all losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of Recipient's unauthorized use or disclosure of the Disclosure or any breach of this Notice by Recipient.

8. LIMITATION OF LIABILITY

8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING OUT OF OR RELATING TO THIS NOTICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. NOTICES

9.1 All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and delivered to the addresses set forth below or to such other address that a party may designate by written notice pursuant to this Section.

9.2 Method of delivery: Mail Email Personal Delivery

10. AMENDMENT; WAIVER

10.1 No amendment to this Notice shall be effective unless it is in writing and signed by both parties. No waiver shall be effective unless in writing signed by the waiving party. The failure of a party to enforce any provision of this Notice shall not constitute a waiver of future enforcement of that or any other provision.

11. COUNTERPARTS; ELECTRONIC SIGNATURES

11.1 This Notice may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement. Signatures delivered by electronic means shall be binding and have the same force and effect as original signatures.

12. GOVERNING LAW; VENUE

12.1 This Notice shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties below. The parties consent to the exclusive jurisdiction and venue of the courts located in the selected jurisdiction for any dispute arising out of or relating to this Notice.

Preferred Governing Jurisdiction:

13. ENTIRE AGREEMENT

13.1 This Notice constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

14. SEVERABILITY

14.1 If any provision of this Notice is held to be invalid, illegal or unenforceable in any jurisdiction, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the intent of the parties as nearly as possible.

15. REMEDIES

15.1 The parties agree that monetary damages may be inadequate to remedy a breach of this Notice and that the non-breaching party shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity.

CERTIFICATION

The undersigned each certify that they are authorized to execute this Notice on behalf of the party for whom they sign, that they have read and understood all provisions herein, and that the facts set forth in the Disclosure are true to the best of their knowledge, except as expressly stated otherwise in writing.

Sign Now