Legal Questionnaire Template

LEGAL QUESTIONNAIRE TEMPLATE

This Legal Questionnaire Template (the "Questionnaire") is made and entered into by and between Client Name: and Respondent Name: , effective as of Date: (the "Effective Date").

RECITALS

WHEREAS, Client requires certain factual, corporate, contractual and regulatory information from Respondent to evaluate legal, commercial and compliance matters; and

WHEREAS, Respondent is willing to provide the information described in this Questionnaire under the terms and conditions set forth below; and

WHEREAS, the parties intend that completion and return of this Questionnaire will be relied upon by Client in assessing matters that may give rise to contractual or regulatory obligations.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound, the parties agree as follows:

1. PURPOSE

The purpose of this Questionnaire is to obtain accurate and complete information from Respondent to enable Client to assess legal, regulatory and commercial risks. Respondent acknowledges that Client may rely on the information provided and that false, incomplete or misleading responses may constitute a breach of representations and may give rise to contractual remedies.

2. INSTRUCTIONS

Respondent shall answer all items fully and accurately. If a question is not applicable, write "Not applicable" and explain briefly. If additional space is necessary, attach numbered exhibits and reference them in the applicable response. All attachments provided in support of the answers must be identified in Attachment List.

3. INFORMATION REQUESTED

3.1 General Information. Provide principal place of business and contact details.

3.2 Entity Type. Check the box that best describes Respondent's current legal structure.

3.3 Corporate and Contractual Matters. Provide a description of material contracts, intellectual property ownership, licenses, and any change of control provisions that may apply.

3.4 Litigation and Regulatory Proceedings. Identify pending or threatened litigation, arbitration or government enforcement matters material to the Respondent.

3.5 Financial Information. Provide material financial obligations, insolvency events or encumbrances that are relevant to your operations.

4. CONFIDENTIALITY

All information provided in response to this Questionnaire, together with any attachments and communications exchanged in connection with the Questionnaire (collectively, "Confidential Information"), shall be maintained in confidence by the recipient. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the recipient; (b) was in the recipient's possession prior to disclosure by the disclosing party without restriction; or (c) is rightfully received by the recipient without restriction from a third party without breach of any obligation of confidentiality.

The recipient may disclose Confidential Information to its employees, agents or advisors who have a need to know such information, provided that such persons are bound by confidentiality obligations no less protective than those contained herein. The obligations of confidentiality shall survive termination of this Questionnaire for a period of three (3) years, except for trade secrets for which protection shall survive for as long as the information qualifies as a trade secret under applicable law.

5. USE AND RETENTION

Client may use the information provided for evaluation, due diligence, contracting and regulatory compliance purposes. Client will retain the Questionnaire responses and related documents for a period consistent with Client's document retention policies and applicable law unless otherwise agreed in writing. Upon written request by Respondent and subject to retention obligations and legal hold, Client will certify destruction or return of non-archival copies.

6. REPRESENTATIONS AND WARRANTIES

Respondent represents and warrants that the information provided in this Questionnaire and its attachments is true, correct and complete to the best of Respondent's knowledge as of the Effective Date, and that Respondent has the full right, power and authority to provide such information and to enter into this Questionnaire. Respondent shall promptly notify Client in writing of any change to information furnished herein.

7. COMPLIANCE WITH LAWS

Each party shall perform its obligations hereunder in compliance with all applicable laws, rules and regulations. Respondent certifies that to the best of its knowledge no responses require the disclosure of information that would violate law, court order, or a binding confidentiality obligation.

8. INDEMNIFICATION

Respondent shall defend, indemnify and hold harmless Client and its officers, directors and affiliates from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any inaccuracy or breach of the representations, warranties or covenants contained in this Questionnaire or any negligent or willful misconduct in the preparation of responses.

9. LIMITATION OF LIABILITY

Except for liability arising from fraud or willful misconduct, neither party shall be liable to the other for incidental, consequential or punitive damages arising out of or related to this Questionnaire, whether in contract, tort or otherwise, even if advised of the possibility of such damages.

10. NOTICES

All notices required or permitted under this Questionnaire shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice).

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Questionnaire may be amended 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 of that right. This Questionnaire may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. GOVERNING LAW

This Questionnaire shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

13. ENTIRE AGREEMENT; SEVERABILITY

This Questionnaire, including all attachments and exhibits incorporated by reference, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior communications and understandings. If any provision of this Questionnaire is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. CERTIFICATION

By signing below, the undersigned certifies under penalty of perjury and on behalf of the party identified below that the information contained in this Questionnaire and any attachments is true, complete and accurate to the best of the signatory's knowledge as of the Effective Date and that the signatory is authorized to bind the party.

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