Legal Reference Document

LEGAL REFERENCE DOCUMENT

This Legal Reference Document (the "Document") is entered into as of Effective Date: by and between Client Name: with Address: ("Designating Party"), and Recipient Name: with Address: ("Receiving Party"). The Designating Party and the Receiving Party are collectively referred to as the Parties.

RECITALS

WHEREAS, the Designating Party possesses certain documents, materials, records and other written or electronic information identified in Schedule A attached hereto and incorporated herein as the Referenced Materials; and

WHEREAS, the Parties desire to establish the terms under which the Receiving Party may access, rely upon, and retain copies of the Referenced Materials solely for the Permitted Purpose described below, and to set forth the respective rights, responsibilities and limitations relating to such use; and

WHEREAS, the Parties intend that certain listed documents shall be incorporated by reference into this Document to ensure consistent interpretation and reliance;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Referenced Materials" means the documents, records, data sets, annotations, indexes and other materials listed in Schedule A and any amendments thereto that are expressly incorporated into this Document. Schedule A Description:

1.2 "Permitted Purpose" means the specific lawful purpose for which the Receiving Party may consult or rely on the Referenced Materials, as described here:

2. INCORPORATION BY REFERENCE

2.1 All documents specifically identified in Schedule A shall be deemed incorporated into and made part of this Document as if set forth herein in full. In the event of any inconsistency between the terms of a listed document and this Document, the terms of this Document shall control unless the listing expressly states otherwise in writing.

2.2 The Parties may amend Schedule A by written instrument signed by authorized representatives of both Parties. Any amendment to Schedule A shall be effective only when incorporated into this Document in accordance with Section 11 (Amendments).

3. ACCESS, USE AND LIMITATIONS

3.1 Access. The Designating Party shall make the Referenced Materials available to the Receiving Party for the Permitted Purpose. Access may be provided in electronic or physical form as determined by the Designating Party.

3.2 Use Restrictions. The Receiving Party shall use the Referenced Materials solely for the Permitted Purpose and shall not: (a) disclose the Referenced Materials to any third party except as permitted under Section 4 (Confidentiality); (b) alter, deface, delete or create derivative works from the Referenced Materials except as expressly permitted in writing; or (c) use the Referenced Materials to compete with the Designating Party.

3.3 Retention. Unless otherwise agreed in writing, the Receiving Party shall destroy or return any physical copies and securely delete electronic copies of the Referenced Materials upon termination of this Document or upon written request of the Designating Party, subject to any legal retention obligations.

4. CONFIDENTIALITY

4.1 The Receiving Party acknowledges that the Referenced Materials may contain proprietary or confidential information. The Receiving Party shall maintain such materials in strict confidence and shall not disclose them except to those employees, contractors or advisors who have a need to know for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those set forth herein.

4.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without breach of an obligation of confidentiality; or (d) is required to be disclosed by law or valid court order, provided the Receiving Party gives prompt written notice to the Designating Party and cooperates to seek confidential treatment or a protective order.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants that it has full right, power and authority to enter into this Document and to perform its obligations hereunder. The Designating Party represents that, to the best of its knowledge, it has the right to grant access to the Referenced Materials as contemplated by this Document.

5.2 DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, THE REFERENCED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. THE DESIGNATING PARTY DOES NOT WARRANT THE COMPLETENESS, ACCURACY, OR SUITABILITY OF THE REFERENCED MATERIALS FOR ANY PURPOSE.

6. INDEMNIFICATION

6.1 The Receiving Party shall indemnify, defend and hold harmless the Designating Party and its officers, directors and employees from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Receiving Party's breach of this Document, unauthorized disclosure of the Referenced Materials, or use of the Referenced Materials outside the scope of the Permitted Purpose.

7. LIMITATION OF LIABILITY

7.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. TERM AND TERMINATION

8.1 Term. This Document shall commence on the Effective Date and shall continue until the earlier of (a) completion of the Permitted Purpose; (b) written termination by mutual agreement of the Parties; or (c) termination by either Party for material breach that remains uncured for thirty (30) days after written notice.

8.2 Survival. The provisions of Sections 2 (Incorporation by Reference), 4 (Confidentiality), 5.2 (Disclaimers), 6 (Indemnification), 7 (Limitation of Liability), 10 (Governing Law), 12 (Entire Agreement), and 13 (Severability) shall survive termination or expiration of this Document.

9. NOTICES

All notices, requests, consents, demands and other communications required or permitted under this Document shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by written notice in accordance with this Section. Notices shall be deemed given upon personal delivery, one (1) business day after delivery to a nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, certified or registered mail.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. No amendment or modification of this Document shall be effective unless in writing and signed by authorized representatives of both Parties.

10.2 Waiver. No failure or delay by either Party in exercising any right or remedy under this Document shall operate as a waiver of such right or remedy unless evidenced by a written instrument signed by the waiving Party.

10.3 Counterparts and Electronic Signatures. This Document may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including but not limited to PDF or facsimile) shall be treated as original signatures for all purposes.

11. GOVERNING LAW

This Document shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: Governing Jurisdiction: without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT

This Document, together with Schedule A and any documents incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties relating thereto.

13. SEVERABILITY

If any provision of this Document is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the Parties shall endeavor in good faith to replace such invalid, illegal or unenforceable provision with a valid provision that achieves, to the fullest extent permitted by law, the economic, business and other purposes of the invalid provision.

SCHEDULE A — LIST OF REFERENCED MATERIALS

List each referenced document, version, authoring entity, and any identifying mark or location. If attachments are included with this Document, indicate by checking below.

Attachments included with this Document: I acknowledge that the listed attachments are provided and incorporated.

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