Legal Required Disclosures Form

LEGAL REQUIRED DISCLOSURES FORM

This Legal Required Disclosures Form (the "Form") is executed as of Effective Date: by and between Discloser Name: with principal address , and Recipient Name: with principal address .

RECITALS

WHEREAS, Discloser possesses certain information, facts, records and materials that may be material to the business relationship between the parties and which may be required to be disclosed by applicable law, regulation, or contractual obligation; and

WHEREAS, Recipient requires certain disclosures to assess compliance, risk, and regulatory obligations and the parties desire to set forth the scope, form and effect of such disclosures; and

WHEREAS, the parties intend that disclosures made under this Form be documented, handled in accordance with agreed confidentiality protections, and be incorporated into their contractual relationship as provided below.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, 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 Form, the following terms shall have the meanings set forth below: (a) "Disclosure" means any factual statement, document, record, certificate, report, or data provided by Discloser to Recipient pursuant to this Form; (b) "Material Fact" means information that would reasonably be expected to affect a party's decision-making with respect to the subject matter of the parties' relationship; (c) "Confidential Information" has the meaning set out in Section 5.

2. SCOPE OF REQUIRED DISCLOSURES

Discloser shall provide to Recipient full, true and accurate disclosures of all Material Facts, legal claims, regulatory matters, financial interests, conflicts of interest, and any other matters that applicable law or the parties' agreements require be disclosed. Discloser acknowledges an affirmative duty to supplement disclosures if discoverable facts arise after the date of any Disclosure.

3. DISCLOSURE CATEGORIES AND DETAIL

Indicate all categories that apply and provide details in the corresponding description fields below. If a category is not applicable, leave unchecked and the description blank.

Conflict of Interest Material Facts Financial Interest Litigation / Claims

4. TIMING, FORM, AND MANNER OF DISCLOSURE

Discloser shall deliver required Disclosures in writing by electronic delivery or hand delivery as agreed by the parties. Each Disclosure shall be accompanied by the date of discovery and the name and title of the individual certifying the Disclosure. Electronic delivery shall be to the designated notice contact set forth in Section 11.

5. CONFIDENTIALITY; EXCEPTIONS

Disclosures delivered under this Form are Confidential Information of the Discloser and shall be held in confidence by Recipient except as required by law, court order, or as necessary to enforce rights under this Form. Recipient may disclose Confidential Information to its officers, employees, counsel and auditors on a need-to-know basis provided such persons are bound by confidentiality obligations at least as protective as those herein. If Recipient is compelled to disclose Confidential Information by legal process, Recipient shall provide prompt written notice to Discloser to allow Discloser to seek protective relief.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Form and to perform its obligations hereunder. Discloser represents that, to the best of its knowledge after reasonable inquiry, the Disclosures provided are true, accurate and complete in all material respects as of the date provided. Recipient represents that it will use Disclosures only for the purposes set forth in this Form and in accordance with applicable law.

7. REMEDIES; INDEMNIFICATION

A breach of this Form by a party may cause irreparable harm for which monetary damages are insufficient; accordingly, the non-breaching party shall be entitled to seek injunctive relief and any other remedies available at law or in equity. Discloser shall indemnify and hold harmless Recipient from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from a material misrepresentation or omission in a Disclosure.

8. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the address set forth in the opening paragraph or to such other address as either party may designate in writing. Notice is effective upon receipt.

9. AMENDMENTS; WAIVER

This Form may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Form shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise.

10. GOVERNING LAW; VENUE

This Form shall be governed by and construed in accordance with the laws of the jurisdiction of the Discloser's principal place of business, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any dispute arising out of or relating to this Form.

11. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements. If any provision of this Form is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. CERTIFICATION

By signing below, each signatory certifies under penalty of perjury that: (a) the signatory is authorized to execute this Form on behalf of the party for which the signatory signs; (b) the information provided in any Disclosure is, to the best of the signatory's knowledge after due inquiry, true, complete and not misleading in any material respect; and (c) the party will promptly supplement any Disclosure in accordance with Section 2.

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