Legal Public Disclosure Form

LEGAL PUBLIC DISCLOSURE FORM

This Legal Public Disclosure Form (the “Form”) is made effective as of by and between Disclosing Party: , located at and Recipient Party: , located at .

RECITALS

WHEREAS, Disclosing Party possesses certain information, records, statements, materials and documents that relate to matters of public interest, corporate governance, regulatory compliance, material events, or other items suitable for public disclosure (collectively, the “Disclosure”); and

WHEREAS, Recipient Party has requested, or Disclosing Party has determined, that such Disclosure be authorized for public release in accordance with applicable law, contractual obligations, and the parties’ internal policies; and

WHEREAS, the parties desire to set forth the terms, representations, certifications and procedures governing the content, scope, timing and legal effect of such public disclosure.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Form and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Form, the following definitions apply: “Disclosure” means the specific information, documents, statements or materials identified in Section 2 below and any attachments expressly incorporated herein. “Public Disclosure” means dissemination of Disclosure to the general public, media, regulatory bodies or other third parties without restriction. “Effective Date” means the date set forth above.

2. DESCRIPTION OF DISCLOSURE

Disclosing Party hereby identifies the content proposed for Public Disclosure and attaches any supporting documents listed below. The description below must be sufficiently specific to permit third parties to identify the subject matter of the Disclosure.

3. SCOPE, AUTHORIZATION AND TIMING

Disclosing Party authorizes Recipient Party to effect Public Disclosure of the Disclosure described in Section 2 subject to the limitations, representations and certifications set forth in this Form. Public Disclosure may be made in whole or in part, and may include written, electronic, oral or other means, as specified by Disclosing Party and agreed in writing.

Financial information
Legal / litigation matters
Operational / corporate governance
Personal data (if checked, Disclosing Party confirms compliance with applicable privacy law)
Other:

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full authority to enter into this Form and to perform its obligations hereunder; (b) the individual executing this Form on behalf of such party is duly authorized; and (c) it will comply with applicable laws in performing its obligations under this Form.

Disclosing Party further represents that, to the best of its knowledge following reasonable inquiry, the Disclosure is not false or misleading in any material respect and that Disclosing Party has the right to authorize Public Disclosure. Disclosing Party does not warrant completeness or fitness for a particular purpose, except as expressly stated in writing.

5. CERTIFICATION OF ACCURACY

The undersigned authorized representative of Disclosing Party certifies that the facts set forth in the Disclosure are true, accurate and complete to the best of such representative’s knowledge and belief at the time of signing. The undersigned understands that willful submission of materially false information may carry legal consequences.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Disclosing Party shall indemnify, defend and hold harmless Recipient Party and its officers, directors and agents from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys’ fees) arising from a breach of Disclosing Party’s representations, warranties or certifications in this Form, or from willfully false statements in the Disclosure. Recipient Party’s liability for any claim arising under this Form shall be limited to direct damages and shall exclude consequential, punitive and incidental damages except to the extent such exclusions are prohibited by law.

7. USE, RETENTION AND REMOVAL

Recipient Party may publicly disseminate the Disclosure consistent with the authorization in this Form. Recipient Party shall retain records of the Disclosure in accordance with its normal records retention policies and applicable law. If the Disclosure contains inadvertently included confidential or privileged information, the party discovering such inclusion shall notify the other party promptly and the parties shall cooperate to remediate such disclosure where reasonably practicable.

8. NOTICES

All notices, requests and other communications relating to this Form must be in writing and delivered to the parties at the addresses set forth below, or at such other address as the party designates by written notice in accordance with this Section.

9. GOVERNING LAW; VENUE

This Form shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for any dispute arising out of or relating to this Form.

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings and agreements, whether written or oral. If any provision of this Form is held to be invalid or unenforceable, the remainder of this Form shall remain in full force and effect. This Form may be amended only by a written instrument signed by both parties.

11. WAIVER; COUNTERPARTS

No failure or delay by either party in exercising any right under this Form shall operate as a waiver of that right. This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

12. SIGNATORY CERTIFICATION

Each signatory below certifies that he or she is authorized to execute this Form on behalf of the party indicated and that the information provided in this Form is true and accurate to the best of the signatory’s knowledge and belief.

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