Legal Preservation Notice

LEGAL PRESERVATION NOTICE

This Legal Preservation Notice (the "Notice") is issued on by Issuer Name: (Issuer) to Recipient Name: (Recipient). This Notice demands the preservation of potentially relevant information and tangible items as set forth below.

RECITALS

WHEREAS, Issuer anticipates litigation, regulatory inquiry, or formal dispute regarding (the "Matter");

WHEREAS, information, documents, electronically stored information (ESI), and tangible items in the possession, custody, or control of Recipient may be relevant to the Matter;

WHEREAS, preservation of such information is necessary to avoid spoliation and to ensure the availability of evidence for investigation, litigation, or regulatory processes;

NOW, THEREFORE

In consideration of the foregoing recitals and in reliance on Recipient's cooperation, Issuer hereby directs Recipient to preserve all information and tangible items potentially relevant to the Matter in accordance with the terms and conditions set forth below.

1. DEFINITIONS

For purposes of this Notice, the following definitions apply:

"Preserved Materials" means all hard copy documents, ESI, and tangible items that are reasonably likely to be relevant to the Matter, including drafts, versions, and metadata.

2. SCOPE OF PRESERVATION

Recipient shall preserve all Preserved Materials in its possession, custody, or control, whether located on-site or off-site, and whether stored in electronic, cloud-based, or physical form. Preservation extends to:

3. CUSTODIANS AND LOCATIONS

Recipient shall identify all custodians and locations where Preserved Materials may be located and shall preserve materials from those custodians and locations.

4. ELECTRONIC DATA PRESERVATION

Recipient must take all reasonable steps to suspend automatic deletion, overwriting, recycling, or destruction of ESI. This includes disabling auto-delete policies, preserving live systems, and retaining backups or snapshots that may contain relevant data until collection is complete or further directed in writing.

Recipient shall preserve native files and associated metadata and shall not convert files in a manner that results in loss of metadata or file integrity absent written agreement.

5. THIRD PARTY AND CLOUD DATA

If Preserved Materials are held by third-party service providers or cloud platforms, Recipient must take immediate steps to preserve such materials, including issuing preservation requests to third parties as necessary and documenting those efforts.

6. NOTIFICATION TO CUSTODIANS

Recipient shall notify identified custodians of their duty to preserve and shall provide written instructions sufficient to enable compliance. Recipient shall provide a list of notified custodians and the date of notification to Issuer within days of receiving this Notice.

7. CERTIFICATION OF COMPLIANCE

Within days of receipt of this Notice, Recipient must provide a written certification signed by an authorized representative confirming that:

The certification must include a description of the steps taken, the custodians notified, and any known gaps or limitations in preservation efforts. Failure to timely certify may be deemed noncompliance.

8. ACCESS, COLLECTION, AND REVIEW

Issuer reserves the right to inspect, audit, or collect relevant Preserved Materials subject to appropriate confidentiality protections. Recipient shall not alter, delete, or destroy Preserved Materials prior to collection unless authorized in writing by Issuer or by court order.

9. CONFIDENTIALITY AND PRIVILEGE

Preservation of materials does not constitute a waiver of any claim of privilege or confidentiality. Recipient shall preserve applicable claims of privilege and protect privileged materials from disclosure. If privileged materials are inadvertently produced, recipient must notify Issuer promptly and follow applicable law and protective measures.

10. REMEDIES AND SANCTIONS

Recipient acknowledges that failure to preserve relevant materials may result in adverse consequences, including court-sanctioned remedies for spoliation, adverse inference instructions, or monetary sanctions. Issuer reserves all rights to seek appropriate relief for any failure to comply with this Notice.

11. NOTICES

All notices, requests, or communications required or permitted under this Notice shall be in writing and delivered to the addresses below. Notices shall be deemed delivered upon receipt.

12. AMENDMENTS; WAIVER

This Notice may be amended only by a written instrument signed by both Issuer and Recipient. No waiver of any provision of this Notice shall be effective unless in writing and signed by the party waiving compliance.

13. GOVERNING LAW

This Notice shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

14. ENTIRE AGREEMENT

This Notice constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior oral or written communications on that subject.

15. SEVERABILITY

If any provision of this Notice is determined to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed to effectuate the intent of the parties.

ADDITIONAL INFORMATION

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