Legal Prescribed Information Form

Legal Prescribed Information Form

This Legal Prescribed Information Form (the "Form") is made and entered into as of Effective Date: by and between Client Name: , Client Address: , and Provider Name: , Provider Address: . The parties each certify that they have authority to execute this Form.

Recitals

WHEREAS, Client possesses or controls information, documents, records or materials that are required by applicable law, regulation or contract to be disclosed or otherwise prescribed for retention, labeling or handling (collectively, "Prescribed Information"); and

WHEREAS, Provider provides services to Client that may require Provider to receive, use, store, disclose or otherwise handle Prescribed Information; and

WHEREAS, the parties desire to set forth the prescribed contents, handling obligations, retention schedule and certification requirements applicable to Prescribed Information transferred between them.

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

1. Definitions

For purposes of this Form, the following terms have the meanings set forth below. "Prescribed Information" means all information, records or materials identified in Section 2 below. "Recipient" means any party to this Form that receives Prescribed Information. References to statutes or regulations mean the statute or regulation as amended from time to time.

2. Prescribed Information — Content and Identification

Client hereby prescribes the following categories and specific items of information as Prescribed Information to be provided to Provider. The parties shall treat each category described below as subject to the obligations of this Form.

Disclosure Period: From to .

3. Use, Handling and Access

Provider shall use Prescribed Information only for the specific purposes set forth in this Form and shall not use or disclose Prescribed Information for any other purpose without the prior written consent of Client. Provider shall: (a) limit access to authorized personnel who have a need to know; (b) implement administrative, physical and technical safeguards consistent with applicable law; and (c) document and retain logs of access in accordance with Section 6.

4. Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into this Form and to perform its obligations hereunder; that it will comply with all applicable statutes and regulations governing Prescribed Information; and that, to the best of its knowledge after reasonable inquiry, the information provided pursuant to this Form is true, complete and not misleading in any material respect.

5. Retention, Return and Disposal

Unless otherwise required by law, Provider shall retain Prescribed Information only for the period specified below and shall, upon expiration of such period or upon earlier written request by Client, either return the Prescribed Information to Client or destroy it in a manner that renders it irrecoverable.

6. Records, Audit Rights and Inspection

Client or its authorized representatives shall have the right, upon reasonable notice and during normal business hours, to audit Provider's records, facilities and procedures to confirm compliance with this Form. Provider shall retain logs and documentation necessary to demonstrate compliance and shall provide copies upon request, subject to confidentiality protections.

7. Confidentiality and Security

Each party shall maintain the confidentiality of Prescribed Information and implement and maintain reasonable administrative, technical and physical safeguards appropriate to the sensitivity of the Prescribed Information. In the event of any unauthorized access or disclosure, Provider shall notify Client promptly and cooperate with Client's reasonable mitigation efforts.

8. Indemnification

Provider shall indemnify, defend and hold harmless Client from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Form, including unauthorized disclosure or failure to comply with retention or disposal obligations, except to the extent caused by Client's gross negligence or willful misconduct.

9. Notices

All notices, requests, demands and other communications required or permitted under this Form shall be in writing and delivered to the contact identified below for each party.

10. Amendments; Waiver; Counterparts

This Form may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Form may be executed in counterparts, each of which shall be an original and all of which together constitute one instrument.

11. Governing Law; Entire Agreement; Severability

This Form shall be governed by and construed in accordance with the substantive laws of the jurisdiction selected by the parties where performance is principally carried out, without regard to conflicts of law principles. This Form constitutes the entire agreement between the parties with respect to Prescribed Information and supersedes all prior discussions and agreements. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. Certifications

Each party certifies that the information provided in connection with this Form is accurate and complete to the best of the certifying party's knowledge, and that it will comply with the terms and obligations set forth herein. The certifying party further acknowledges that false statements or failure to comply with applicable prescribed information requirements may subject the certifying party to penalties under law.

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