Legal Retention Certificate

LEGAL RETENTION CERTIFICATE

This Legal Retention Certificate (the Certificate) is made and entered into as of Effective Date: , by and between Client Name: and Custodian Name: .

RECITALS

WHEREAS, the Certifying Party requires that certain records, materials, documents and data (collectively, Retained Materials) be preserved, maintained and made available in accordance with the terms set forth in this Certificate;

WHEREAS, the Custodian is the individual or entity with possession, control or responsibility for the Retained Materials and has knowledge of their physical or electronic storage locations; and

WHEREAS, the parties desire to document the existence, location, custody, retention period and conditions governing access to the Retained Materials, and to provide a written certification of retention and non-destruction in accordance with applicable legal obligations.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for 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 Certificate, the following terms have the meanings set forth below: "Retained Materials" means all documents, data, tangible items and electronic records described in Section 3 below and any duplicates or copies thereof; "Retention Period" means the period during which Retained Materials must be retained and preserved in accordance with Section 4; "Location" means the physical or electronic storage location identified in Section 6.

2. CERTIFICATION OF RETENTION

The Custodian hereby certifies, under penalty of perjury to the extent permitted by applicable law, that as of the Effective Date the Custodian has retained the Retained Materials as described in Section 3 and will not destroy, alter, discard, conceal or otherwise dispose of the Retained Materials except as expressly permitted in writing by the Certifying Party or as required by a final court order. The Custodian further certifies that it has taken reasonable steps to identify and preserve all known locations and media where Retained Materials reside.

3. DESCRIPTION OF RETAINED MATERIALS

4. RETENTION PERIOD AND HOLDS

The Retained Materials shall be retained from Start Date: through End Date: , unless extended by written agreement or court order.

The Custodian acknowledges that a legal hold or preservation directive may be issued and agrees to suspend any routine destruction practices that would affect the Retained Materials upon written notice from the Certifying Party or as required by law.

5. ACCESS, SECURITY AND CONFIDENTIALITY

The Custodian shall maintain reasonable physical, electronic and administrative safeguards to protect the Retained Materials from unauthorized access, alteration, loss or destruction. Access shall be limited to persons authorized by the Custodian and the Certifying Party, and any disclosure of the Retained Materials shall be governed by applicable confidentiality obligations.

Confidential Restricted Non-confidential/Public

6. LOCATION AND CHAIN OF CUSTODY

7. REPRESENTATIONS AND WARRANTIES

The Custodian represents and warrants that: (a) it has the authority and responsibility to retain and produce the Retained Materials; (b) to the best of its knowledge, the Retained Materials identified herein are complete and have not been intentionally altered, destroyed or hidden; and (c) it will notify the Certifying Party promptly if any Retained Materials become missing, compromised or subject to legal process.

8. INDEMNIFICATION

Each party shall indemnify and hold harmless the other from and against any losses, liabilities, costs or expenses (including reasonable counsel fees) arising out of that party's breach of this Certificate, negligence or willful misconduct with respect to the Retained Materials, except to the extent such losses are caused by the indemnified party's own negligence or willful misconduct.

9. NOTICES

All notices required or permitted under this Certificate shall be in writing and shall be delivered to the addresses and contact persons set forth below. Notice shall be effective upon receipt.

10. AMENDMENTS, WAIVER AND COUNTERPARTS

This Certificate may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Certificate shall operate as a waiver of such right. This Certificate 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.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Certificate shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: without regard to conflicts of law principles. This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings. If any provision of this Certificate is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. ADDITIONAL PROVISIONS

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