Legal Rights Interests Disclosure

LEGAL RIGHTS INTERESTS DISCLOSURE

This Legal Rights Interests Disclosure (the Disclosure) is made on this day: by Discloser Name: whose principal address is , and Recipient Name: whose principal address is .

RECITALS

WHEREAS, Discloser is the record or beneficial holder of certain rights, title, interests or encumbrances affecting assets or property described below (the Rights and Interests);

WHEREAS, Recipient has requested disclosure of all material Rights and Interests known to Discloser that could affect Recipient's assessment or exercise of rights with respect to the identified assets; and

WHEREAS, Discloser agrees to disclose such Rights and Interests and to make certain representations, covenants and indemnities as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein 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 Disclosure: (a) "Rights" means any legal, equitable or contractual rights affecting the identified assets; (b) "Interests" means liens, security interests, easements, options to purchase, leases, royalties, licenses, judgments, pledges, charges, or other encumbrances; and (c) "Relevant Documents" means any instrument, agreement or recorded filing that creates, modifies or terminates a Right or Interest.

2. DESCRIPTION OF ASSETS AND SCOPE

The disclosures herein relate only to Rights and Interests existing as of the Disclosure Date set forth above, except as specifically noted in writing. Subsequent Rights or Interests arising after that date shall be disclosed promptly in accordance with Section 6 (Notices).

3. DISCLOSURE OF RIGHTS AND INTERESTS

Discloser hereby discloses the following categories of Rights and Interests that affect the assets described above. Checked items are asserted to exist and are described with relevant particulars below.

For each disclosed Interest, state the date of creation or recordation: Date (DD Month Year ).

4. REPRESENTATIONS AND WARRANTIES

Discloser represents and warrants to Recipient that, to the best of Discloser's actual knowledge after reasonable inquiry: (a) the disclosures set forth herein are true and correct in all material respects as of the Disclosure Date; (b) except as expressly disclosed, there are no unrecorded or undisclosed Rights or Interests known to Discloser that would materially impair the value or marketability of the described assets; and (c) Discloser has not assigned, conveyed or otherwise transferred any undisclosed material interest in the assets except as described in this Disclosure.

Notwithstanding the foregoing, Discloser does not warrant the validity or priority of any third-party lien, claim or public record, the accuracy of third-party instruments, or events occurring after the Disclosure Date.

5. COVENANTS

Discloser covenants to provide Recipient with prompt written notice of (a) any material amendment, termination or release of any disclosed Interest; and (b) any additional Rights or Interests that are created, filed, recorded or otherwise become known to Discloser after the Disclosure Date. Such notice shall be given within days of Discloser's actual knowledge.

6. INDEMNIFICATION

Discloser shall indemnify, defend and hold harmless Recipient from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any materially false representation or breach of warranty or covenant made by Discloser in this Disclosure, provided that Recipient gives Discloser prompt written notice of any claim and cooperates in the defense.

7. REMEDIES

The remedies provided in this Disclosure are cumulative and in addition to any other remedies available at law or in equity. In no event shall Discloser be liable for consequential or punitive damages except to the extent such damages arise from willful misconduct or gross negligence.

8. NOTICES

Notices shall be effective upon receipt when delivered by hand, confirmed facsimile, nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

9. GOVERNING LAW

This Disclosure shall be governed by and construed in accordance with the laws of the state or jurisdiction of without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT; SEVERABILITY

This Disclosure, together with all schedules and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings. If any provision of this Disclosure is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Disclosure shall be effective unless in writing and executed by both parties. Failure to exercise any right shall not constitute a waiver. This Disclosure may be executed in counterparts, each of which shall be an original.

12. SIGNATURES AND EXECUTION

The individuals signing below represent and warrant that they are authorized to execute this Disclosure on behalf of the party for whom they sign.

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