Legal Retention Statement

LEGAL RETENTION STATEMENT

This Legal Retention Statement ("Statement") is made as of Effective Date: by and between Retaining Party: with principal address: and Requesting Party: with principal address: .

RECITALS

WHEREAS, the Retaining Party maintains certain records and materials that relate to corporate, regulatory, tax, employment, contractual, or litigation matters identified as Matter Name: and Matter Reference/Number: ;

WHEREAS, the Requesting Party has requested written confirmation of the scope, location, retention period and destruction procedures applicable to the Records described below; and

WHEREAS, the parties intend by this Statement to set forth the obligations and processes by which Records will be retained, preserved, accessed and, where appropriate, destroyed, consistent with applicable law and any preservation obligations.

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

1. DEFINITIONS

For purposes of this Statement: "Records" means all physical and electronic documents, files, emails, databases, tapes, images, logs, backup media, and other materials within the scope described in Section 2; "Custodian" means the individual or department identified in Section 4 that has primary responsibility for maintaining the Records; and "Destruction" means the irreversible elimination or deletion of Records in accordance with the procedures set forth in Section 7.

2. SCOPE OF RECORDS

The Records subject to this Statement include the following categories and locations. The Retaining Party certifies that the description below sets forth all material categories of Records within the scope of this Statement:

3. RETENTION PERIOD AND LOCATION

The Retaining Party shall retain the Records for a period of years from the commencement date of retention: unless otherwise required by applicable law, regulation, or court order. The primary retention locations and formats are identified below.

Physical (paper) Electronic (live systems) Backup/Archive media Cloud storage

4. CUSTODIAL RESPONSIBILITIES

The Custodian shall maintain appropriate records management controls, document chain of custody, and shall produce Records in response to lawful requests consistent with applicable law. Primary Custodian:

5. PRESERVATION AND LITIGATION HOLDS

If a litigation hold, government investigation, audit, or other legal requirement is in effect with respect to the Records, the Retaining Party shall preserve all Records and suspend any routine destruction that would otherwise apply until the matter is resolved or until the Requesting Party or a court authorizes destruction. A litigation hold is currently in effect: Yes No

6. ACCESS, RETRIEVAL AND PRODUCTION

Requests for access or production of Records shall be directed to the Custodian at the contact information provided in Section 4. The Retaining Party will make reasonable efforts to locate, access and produce Records in a reasonably usable format, subject to legal privileges, confidentiality obligations, and applicable redaction requirements.

7. DESTRUCTION PROCEDURES

Subject to Section 5 and applicable law, the Retaining Party may destroy Records after the expiration of the retention period described in Section 3. Destruction shall be performed in a manner reasonably calculated to prevent reconstruction of the Records.

8. CONFIDENTIALITY AND PRIVILEGE

Nothing in this Statement waives or diminishes any claim of attorney-client privilege, work-product protection, or other applicable legal privilege with respect to any Record. The Retaining Party shall take reasonable measures to safeguard privileged and confidential Records and shall notify the Requesting Party of any production that may implicate privilege.

9. REPRESENTATIONS AND WARRANTIES

The Retaining Party represents and warrants that, to the best of its knowledge after reasonable inquiry, the description of Records and retention practices set forth in this Statement are accurate and complete as of the Effective Date and that the Retaining Party will adhere to the procedures described herein subject to changes required by law.

10. INDEMNIFICATION

Each party shall indemnify and hold harmless the other from and against any losses, damages, costs, or liabilities arising from that party's breach of its representations, warranties, or obligations under this Statement, except to the extent such losses arise from the indemnified party's own negligence or willful misconduct.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Statement shall be in writing and delivered to the addresses set forth below (or to such other address as the party may designate in writing).

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Statement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Statement shall operate as a waiver of that right. This Statement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Statement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles. This Statement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior statements and understandings regarding retention of the Records. If any provision of this Statement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

CERTIFICATION

The undersigned certify that the information provided in this Statement is true and accurate to the best of their knowledge, that they are authorized to bind their respective parties, and that the retention, preservation and destruction practices described herein will be implemented in good faith and in compliance with applicable law.

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