Legal Requisite Documents

LEGAL REQUISITE DOCUMENTS AGREEMENT

This Legal Requisite Documents Agreement (the Agreement) is entered into as of by and between Client Name: , Entity Type: Corporation LLC Individual; and Provider Name: , Entity Type: Corporation LLC Individual.

RECITALS

WHEREAS, Client Name: requires certain Requisite Documents from Provider Name: in connection with the transaction, engagement, or services described herein; and

WHEREAS, Provider represents that it has prepared, compiled or will procure the documents and records listed in Section 1 and deliver them in accordance with the timelines and formats required by Client; and

WHEREAS, the parties desire to set forth the terms governing delivery, review, acceptance, and remediation of such Requisite Documents.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below.

"Requisite Documents" means the documents, records, certificates, instruments and other writings listed in Section 1.1 below and any additional documents reasonably requested by Client in writing.

1.1 List of Requisite Documents

The following documents are required to be delivered, each accompanied by the delivery date where delivered:

Corporate Organizational Documents Articles of Incorporation / Organization — Delivered on

Authority and Approvals Board resolutions, authorizing documents or consents — Delivered on

Contracts and Material Agreements Fully executed copies of material contracts — Delivered on

Financial and Tax Records Recent financial statements and tax filings — Delivered on

Intellectual Property and Licenses Registrations, assignments, and license agreements — Delivered on

Other Documents Delivered on

2. DELIVERY; ACCEPTANCE

Provider shall deliver Requisite Documents to Client at the addresses set forth in Section 7. Delivery shall be by electronic transmission and/or hard copy as specified by Client. Delivery is effective upon receipt by Client. Client shall have a period of days following receipt to accept or to provide a written notice of deficiency describing any deficiency with reasonable particularity.

3. REPRESENTATIONS AND WARRANTIES

3.1 Provider represents and warrants to Client that: (a) the Requisite Documents delivered are true, correct and complete in all material respects as of the date of delivery; (b) Provider has full authority to deliver such documents and has not violated any confidentiality or third-party rights in so doing; and (c) each document genuine and, if executed, executed by duly authorized persons.

3.2 Client represents and warrants to Provider that it shall use Requisite Documents solely for the purposes set forth in the recitals and in accordance with this Agreement, and will not misrepresent the contents of those documents to third parties.

4. CURE; REMEDIES

If Client provides a written notice of deficiency specifying missing or deficient Requisite Documents, Provider shall, within days, deliver corrective documents or cure the deficiencies. If Provider fails to cure within such period, Client may withhold specified performance obligations, seek specific performance, or pursue damages for direct losses resulting from such failure; provided that Client shall mitigate damages where practicable.

5. CONFIDENTIALITY

Each party acknowledges that the Requisite Documents may contain Confidential Information. Each party agrees to (a) maintain confidentiality using at least the same degree of care it uses to protect its own confidential information, and (b) not disclose such information except to those employees, advisors or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

6. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its affiliates from and against any Losses arising out of (a) a material breach of Provider's representations and warranties in Section 3, or (b) unauthorized disclosure of Confidential Information by Provider or its representatives. This indemnity excludes consequential or punitive damages except to the extent such damages arise from willful misconduct or gross negligence.

7. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses below. Notice is effective upon receipt.

8. MISCELLANEOUS

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by Client below without regard to conflict of laws principles.

Entire Agreement: This Agreement, together with any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid one that most closely approximates the parties' intent.

Amendments and Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronically transmitted signatures shall be binding.

SIGNATURES

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