Legal Relationship Disclosure

LEGAL RELATIONSHIP DISCLOSURE

This Legal Relationship Disclosure (the "Disclosure") is made as of Effective Date: by and between Disclosing Party Name: ("Discloser") and Recipient Party Name: ("Recipient").

RECITALS

WHEREAS, Discloser possesses certain relationships, financial interests, professional engagements, and other connections that may be material to Recipient's evaluation of conflicts, independence, or potential bias in connection with services or transactions involving the parties; and

WHEREAS, Recipient has requested disclosure of any such relationships and the parties desire to record in writing the nature, extent, and treatment of those relationships for the purposes described herein; and

WHEREAS, the parties intend that this Disclosure will supplement, clarify, and not limit any obligations of confidentiality, conflict disclosure, or professional responsibility that may apply under contract or applicable law.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Disclosure, the following definitions apply: "Relationship" means any familial, financial, employment, ownership, consulting, advisory, or other association between Discloser (or any Related Person) and any third party that could reasonably be expected to influence the services, decisions, or impartiality of the parties. "Related Person" means any officer, director, partner, employee, consultant, spouse, domestic partner, or immediate family member of Discloser.

2. SCOPE OF DISCLOSURE

Discloser shall disclose below all Relationships known to Discloser as of the Effective Date that are material to any matters pending or contemplated between the parties. Discloser shall also disclose Relationships that arise during the term of any underlying engagement or transaction to the extent required under Section 5 (Duty to Update).

3. DESCRIPTION OF RELATIONSHIPS

The following boxes indicate the categories of Relationships that are disclosed. Check all that apply and provide a narrative description where indicated.

Family relationship (spouse, domestic partner, parent, child, sibling)

Financial interest (ownership, equity, loan, gift)

Employment or consultancy (current or recent)

Ownership or controlling interest in a related entity

Past representation, counsel, or advisory role

Business association, joint venture, or partnership

Other

4. CONFIDENTIALITY AND LIMITED USE

All information provided under this Disclosure shall be treated as confidential to the extent permitted by applicable law and any governing confidentiality agreement between the parties. Recipient shall use disclosed information solely for the purpose of evaluating or managing conflicts and shall not disclose such information to third parties except as required by law or with the prior written consent of Discloser.

5. DUTY TO UPDATE

Discloser represents that the information set forth in this Disclosure is true and complete to the best of Discloser's knowledge as of the Effective Date. Discloser shall promptly inform Recipient in writing of any material change to the disclosed Relationships that arises during the term of any underlying engagement or transaction.

6. REPRESENTATIONS AND WARRANTIES

Discloser represents and warrants that, to Discloser's knowledge after reasonable inquiry, the relationships disclosed herein are accurate and that no other material relationship exists that has not been disclosed. Discloser acknowledges that Recipient may rely upon the representations contained in this Disclosure in determining whether a conflict exists and what, if any, action should be taken.

7. REMEDIES; INDEMNIFICATION

In the event of a breach of the representations or duties set forth in this Disclosure, the non-breaching party shall be entitled to all remedies available at law or in equity, including injunctive relief and damages. Discloser agrees to indemnify and hold harmless Recipient from and against any losses, claims, liabilities, and expenses (including reasonable attorneys' fees) arising from Discloser's failure to disclose a material Relationship as required by this Disclosure.

8. TERM AND TERMINATION

This Disclosure shall remain effective for the duration of any underlying engagement or transaction between the parties and for a period of one year thereafter, unless otherwise agreed in writing. The obligations to update and the representations in Sections 5 and 6 shall survive termination as required to effectuate their purposes.

9. NOTICES

Notices under this Disclosure shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate in writing).

10. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment to this Disclosure must be in writing and signed by both parties. No waiver of any provision of this Disclosure shall be effective unless in writing and signed by the party against whom the waiver is asserted. This Disclosure may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Disclosure shall be governed by and construed in accordance with the substantive laws of the jurisdiction specified by the parties below. This Disclosure constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. If any provision of this Disclosure is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

12. CERTIFICATION

The undersigned certify that they are authorized to make the representations contained herein and that the information supplied in this Disclosure is, to the best of their knowledge and belief, true, accurate, and complete. The undersigned understand that knowingly providing false or misleading information in this Disclosure may subject the provider to contractual and legal remedies.

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