Legal Revised Disclosure Document

LEGAL REVISED DISCLOSURE DOCUMENT

This Legal Revised Disclosure Document is made effective as of Date: by and between Client Name: with Principal Address: and Counterparty Name: with Principal Address: . Client Name and Counterparty Name are each a "Party" and together the "Parties."

RECITALS

WHEREAS, the Parties previously exchanged disclosures and documentation concerning certain matters described in this Document (the "Prior Disclosures"); and

WHEREAS, subsequent events, additional information, or clarification has arisen that requires modification, supplementation, or correction of the Prior Disclosures; and

WHEREAS, the Parties desire to set forth the terms under which such revisions and supplements will be made and relied upon by the Parties.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1. "Revised Disclosures" means the written statements, documents and data identified in Section 2 below and any attachments incorporated by reference that amend, supplement or correct the Prior Disclosures.

1.2. Terms defined in the Prior Disclosures shall have the same meaning herein unless expressly modified in this Document.

2. REVISED DISCLOSURES

2.1. The Parties hereby agree that the items described below constitute the Revised Disclosures. The Parties acknowledge that these Revised Disclosures supplement and, where inconsistent, shall supersede the Prior Disclosures to the extent expressly set forth.

2.2. Identification of Documents Incorporated by Reference:

3. REPRESENTATIONS AND WARRANTIES

3.1. Each Party represents and warrants to the other that: (a) it is duly organized and validly existing under applicable law and has full power and authority to enter into and perform this Document; (b) the individual signing on its behalf is authorized to bind the Party; and (c) the execution, delivery and performance of this Document will not violate any material agreement or law to which it is subject.

3.2. The Discloser represents that, to the best of its knowledge after reasonable inquiry, the Revised Disclosures are true and accurate in all material respects as of the Effective Date, subject to usual qualifications for projections, estimates and information provided by third parties.

4. CONFIDENTIALITY

4.1. Except as expressly permitted in writing, Recipient shall keep the Revised Disclosures confidential and shall not disclose them to any third party other than its officers, employees, attorneys, accountants and consultants who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

4.2. The confidentiality obligations shall not apply to information that: (a) was known to Recipient prior to disclosure by Discloser without restriction; (b) is or becomes publicly available through no fault of Recipient; (c) is rightfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to the Revised Disclosures.

5. USE AND RELIANCE

5.1. Recipient may rely on the Revised Disclosures solely for the purpose expressly set forth in the Prior Disclosures or as otherwise agreed in writing. Recipient shall not use the Revised Disclosures for any competitive purpose or to the detriment of Discloser.

5.2. Any decision by Recipient to act in reliance on the Revised Disclosures shall be made after its own due diligence and not solely in reliance on the Revised Disclosures.

6. INDEMNIFICATION; REMEDIES

6.1. Discloser shall indemnify, defend and hold harmless Recipient from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any material breach of a representation or warranty contained in Section 3.

6.2. The remedies provided herein are cumulative and in addition to any other remedies available at law or in equity.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or fraudulent misrepresentation, neither Party shall be liable to the other for any consequential, incidental, special or punitive damages arising out of or related to the Revised Disclosures, whether in contract, tort or otherwise.

8. NOTICES

All notices required or permitted under this Document shall be in writing and delivered by personal delivery, overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice to the other Party in accordance with this Section.

9. AMENDMENT; WAIVER; COUNTERPARTS

9.1. This Document 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 Document shall operate as a waiver of that right.

9.2. This Document may be executed in counterparts and by electronic or facsimile transmission of signatures, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

10. GOVERNING LAW; JURISDICTION

This Document shall be governed by and construed in accordance with the laws of the State or jurisdiction specified here: , without regard to conflicts of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any action arising out of or relating to this Document.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1. This Document constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral, relating to such subject matter, except as explicitly preserved herein.

11.2. If any provision of this Document is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that approximates the Parties' intent.

12. CERTIFICATION

Each Party hereby certifies that the information provided in the Revised Disclosures is true and accurate to the best of its knowledge as of the Effective Date, and that this Document has been executed by an authorized representative with authority to bind such Party.

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