Legal Receipt Agreement

LEGAL RECEIPT AGREEMENT

This Legal Receipt Agreement (the "Agreement") is made and entered into as of the Effective Date: , by and between with a principal address at (hereinafter "Provider"), and with a principal address at (hereinafter "Recipient").

RECITALS

WHEREAS, Provider is in lawful possession of certain goods, materials, documents, or other tangible items described below; and

WHEREAS, Recipient has requested and Provider has agreed to deliver and transfer possession of such items to Recipient under the terms and conditions set forth herein; and

WHEREAS, the parties desire to document Recipient's receipt of the described items, to allocate risk of loss, and to set forth the parties' respective rights, warranties, indemnities and remedies.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Received Items" means the tangible items, goods, materials and documents listed in Section 2 below and any attachments incorporated by reference.

2. DESCRIPTION OF RECEIVED ITEMS

The Provider hereby delivers and the Recipient hereby acknowledges receipt of the following items (complete and accurate description required):

3. ACKNOWLEDGMENT OF RECEIPT

Recipient acknowledges receipt in full of the Received Items described above on the date of delivery and accepts possession subject to the terms of this Agreement. Recipient represents and warrants that Recipient has inspected the Received Items to the extent reasonably practicable at the time of receipt and that such inspection is reflected in the fields above.

Recipient indicates condition at receipt (check all that apply):
Received in good order Received with visible damage Received subject to further inspection

4. TITLE, RISK OF LOSS, AND RETENTION

Unless otherwise expressly stated in writing below, title to the Received Items passes to Recipient upon delivery; provided, however, that Provider may retain a security interest to secure payment or performance as stated in a separate agreement if so indicated by the parties. Risk of loss or damage to the Received Items transfers to Recipient upon delivery, except to the extent caused by Provider's gross negligence or willful misconduct.

5. CONSIDERATION

The parties agree that the receipt and transfer of possession described herein is supported by consideration in the form of payment, mutual covenant, or other good and valuable consideration acknowledged by the parties. If payment is due at the time of receipt, the amount paid is:

6. RELEASE; LIMITATION OF LIABILITY

To the maximum extent permitted by law, Recipient releases Provider from any claims relating to the Received Items arising after delivery, except for claims arising from Provider's gross negligence, fraud or willful misconduct. Provider's aggregate liability relating to this Agreement shall not exceed the total declared value set forth above, except in cases of gross negligence or intentional misconduct.

7. INDEMNIFICATION

Recipient shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Recipient's possession, use, handling, storage, or disposition of the Received Items after delivery, except to the extent directly resulting from Provider's gross negligence or willful misconduct.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that, to Provider's knowledge, Provider is authorized to transfer possession of the Received Items and that no third-party rights prevent Recipient's lawful receipt and possession, except as disclosed in writing to Recipient prior to the Effective Date.

9. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice to the other party in accordance with this section.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No delay or omission by any party to exercise any right or remedy shall operate as a waiver of such right or remedy. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction indicated below without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located therein for any dispute arising out of or related to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating thereto. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

13. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. All obligations which by their nature are intended to survive termination of this Agreement shall survive such termination.

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