Legal Related Cases Notice

LEGAL RELATED CASES NOTICE

THIS LEGAL RELATED CASES NOTICE (this "Notice") is made effective as of Effective Date: by and between Client Name: and Respondent Name: .

RECITALS

WHEREAS, the parties are parties to an agreement or transaction described as Agreement Title: dated (the "Underlying Agreement");

WHEREAS, the parties acknowledge that related judicial, administrative or arbitral proceedings involving one or more of the parties or related persons or entities may be relevant to the rights, obligations, defenses and risk allocation under the Underlying Agreement;

WHEREAS, the parties wish to memorialize their obligations to disclose, update and cooperate with respect to Related Cases as defined below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein 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 Notice: "Related Case" means any pending or threatened civil, criminal, administrative, regulatory, arbitration, bankruptcy or other judicial or quasi-judicial proceeding that (a) names a party or any of its officers, directors, employees, affiliates, successors or assigns; or (b) arises out of, concerns, relates to or could reasonably affect the subject matter, performance, obligations or risk allocation of the Underlying Agreement.

2. DISCLOSURE OBLIGATION

Each party shall disclose in writing to the other party any Related Case of which it has actual knowledge within calendar days after the date such party first obtains actual knowledge of the Related Case. Disclosures shall comply with Section 3 of this Notice.

3. REQUIRED DISCLOSURE CONTENT

Each disclosure of a Related Case shall be in writing and shall include, to the extent known: (a) the court, tribunal or forum; (b) case number; (c) case caption; (d) names of the parties to the Related Case; (e) filing date; (f) a concise description of the nature of the claims or allegations; (g) the relationship of the Related Case to the Underlying Agreement or the disclosing party; (h) current procedural posture and status; and (i) contact information for counsel of record.

4. DISCLOSED RELATED CASES

Provide information for each Related Case known at the time of this Notice. Attach additional pages if necessary.

4. DUTY TO UPDATE

Each party shall promptly supplement any prior disclosure to notify the other party of material developments in a disclosed Related Case, including but not limited to service of process, substitution of counsel, dispositive rulings, settlement agreements, judgments, appeals, or dismissal. Supplemental notice shall be provided in writing within the disclosure period set forth in Section 2.

5. CONFIDENTIALITY

Information disclosed pursuant to this Notice shall be treated in accordance with any confidentiality provisions of the Underlying Agreement. Absent such provisions, the recipient shall use reasonable precautions to preserve confidentiality and shall not disclose confidential case information to third parties except as necessary for counsel, insurers or as compelled by law or court order.

6. REMEDIES

A material breach of the disclosure obligations in this Notice shall entitle the non-breaching party to all available remedies at law or in equity, including injunctive relief, specific performance, recovery of reasonable attorneys' fees and costs incurred to obtain compliance, and contractual damages to the extent permitted by the Underlying Agreement and applicable law.

7. NOTICES

Client Notice Address

Respondent Notice Address

Notices under this Notice shall be deemed given when delivered in accordance with the notice provisions of the Underlying Agreement or, if none, when delivered in person, sent by nationally recognized overnight carrier, or three business days after deposit in the U.S. mail, postage prepaid.

8. AMENDMENT; WAIVER; COUNTERPARTS

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

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Notice shall be governed by and construed in accordance with the laws selected in the Underlying Agreement. To the extent the Underlying Agreement does not specify governing law, the parties agree that the laws of the jurisdiction of the party identified as Client shall apply.

This Notice, together with the Underlying Agreement and any documents referenced herein, 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 to such subject matter.

If any provision of this Notice 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.

10. EXECUTION

The persons signing below represent and warrant that they are duly authorized to execute this Notice on behalf of the respective parties.

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