Legal Receipt Acknowledgment

LEGAL RECEIPT ACKNOWLEDGMENT

This Legal Receipt Acknowledgment (the "Acknowledgment") is made effective as of by and between Client Name: , whose principal address is , and Provider Name: , whose principal address is (collectively, the "Parties").

RECITALS

WHEREAS, Provider has delivered, transmitted or otherwise made available certain items, documents, funds or materials described below to Client in connection with the matters identified in this Acknowledgment; and

WHEREAS, Client desires to acknowledge receipt, the condition of such items at the time of receipt and the responsibilities associated with custody, use and return or destruction of such items as set forth in this Acknowledgment.

WHEREAS, the Parties intend that this Acknowledgment record the mutual understanding regarding ownership, risk of loss, confidentiality and indemnification with respect to the delivered items.

NOW, THEREFORE

In consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DESCRIPTION OF ITEMS DELIVERED

1.1 Items Delivered. Provider hereby acknowledges that on or about Provider delivered to Client the following described items (collectively, the "Items"):

1.2 Format and Quantity. The Items delivered included the following types (check all that apply) and quantities where applicable:

Originals Copies Electronic Files Funds

2. ACKNOWLEDGMENT OF RECEIPT

2.1 Receipt. Client hereby acknowledges receipt of the Items described in Section 1 and certifies that such Items were received on the delivery date identified above. Client further certifies that, to the best of Client's knowledge after reasonable inspection, the Items were delivered in the condition described in Section 3.

3. CONDITION AND VERIFICATION

3.1 Condition at Delivery. Client shall inspect the Items promptly upon receipt and shall notify Provider in writing of any variances from the description or any defects within days of receipt. Absent timely written notice, Client shall be deemed to have accepted the Items as delivered.

3.2 Verification Records. Client shall maintain a written or electronic record verifying receipt, condition and chain of custody of the Items and shall provide copies of such records to Provider upon written request made in accordance with the Notices provision below.

4. USE, STORAGE AND SAFEGUARDS

4.1 Authorized Use. Client shall use the Items only for the purposes expressly authorized in writing by Provider. Any other use is strictly prohibited without the prior written consent of Provider.

4.2 Storage and Safeguards. Client shall store, protect and safeguard the Items using reasonable industry-standard physical and electronic security measures appropriate to the sensitivity of the Items, and shall limit access to authorized personnel only.

5. CONFIDENTIALITY

5.1 Confidential Information. To the extent any of the Items constitute Confidential Information, Client shall treat such Items as confidential and shall not disclose, copy, distribute or use Confidential Information except as expressly permitted by Provider in writing or as required by applicable law, subject to the notice and cooperation requirements set forth in this Acknowledgment.

5.2 Return or Destruction. Upon the earlier of Provider's written request or the termination of any underlying agreement governing the Items, Client shall promptly return all originals and copies of Confidential Information or, at Provider's election, certify in writing that all such items have been irreversibly destroyed.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Provider Representations. Provider represents and warrants that it has the authority to deliver the Items and that such delivery does not violate any agreement or applicable law. Provider further represents that, to Provider's knowledge, the Items do not contain any known malicious code or material that would unlawfully compromise Client systems if the Items were electronic.

6.2 Client Covenants. Client covenants that it will not assert any possessory or ownership interest in the Items beyond the limited right to use, hold or inspect as expressly granted by Provider, and that Client will comply with all storage, handling and confidentiality obligations set forth herein.

7. INDEMNITY AND LIMITATION OF LIABILITY

7.1 Indemnity. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party, its officers, directors and employees (each an "Indemnified Party"), from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Acknowledgment, negligent acts or willful misconduct in connection with the Items.

7.2 Limitation. EXCEPT FOR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES ARISING FROM THE DELIVERY OR HANDLING OF THE ITEMS.

8. NOTICES

All notices, requests and other communications required or permitted under this Acknowledgment shall be in writing and delivered to the addresses for each Party set forth below (or to such other address as such Party may designate by written notice). Notices may be delivered by personal delivery, nationally recognized overnight courier or certified mail, return receipt requested.

9. GOVERNING LAW; VENUE

This Acknowledgment shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for purposes of any action or proceeding arising out of this Acknowledgment.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 Entire Agreement. This Acknowledgment constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written.

10.2 Severability. If any provision of this Acknowledgment is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Acknowledgment will be effective unless in a writing signed by the Parties. The waiver by any Party of a breach of any provision of this Acknowledgment shall not operate as a waiver of any subsequent breach. This Acknowledgment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. CERTIFICATION

Each signatory below certifies, under penalty of perjury to the maximum extent permitted by law, that such signatory is duly authorized to execute this Acknowledgment on behalf of the Party for which such signatory purports to sign, that the information provided herein is true and correct, and that the Party will comply with all obligations set forth in this Acknowledgment.

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