Legal Risk Disclosure Form

LEGAL RISK DISCLOSURE FORM

This Legal Risk Disclosure Form (the "Disclosure") is made effective as of by and between Discloser Name: with principal address: (the "Discloser"), and Client Name: with principal address: (the "Client").

Recitals

WHEREAS, the Discloser possesses knowledge, analyses, assessments, or other information concerning legal, regulatory, financial, operational and reputational risks related to the matters described below; and

WHEREAS, the Client has requested disclosure of identified risks and potential consequences, and the Discloser is willing to provide such disclosure subject to the terms and limitations set forth in this Disclosure; and

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

1. Definitions

1.1 "Confidential Information" means any non-public information disclosed by a party in connection with this Disclosure, including analyses, opinions, documents, and communications, whether oral, written or electronic, and whether or not labeled as confidential.

1.2 "Disclosed Matters" means the topics, transactions, operations, or legal positions described in Section 2 that are the subject of the risk disclosure.

2. Scope of Disclosure

2.1 The Discloser will disclose to the Client the nature and extent of known or reasonably foreseeable legal and related risks associated with the Disclosed Matters. The Discloser makes no representation that the disclosure is exhaustive.

3. Identified Risks

3.1 The Discloser identifies the following categories of risk that may be applicable. The Client acknowledges receipt of disclosure regarding any boxes checked below:

Litigation risk (likelihood of suit, exposure to damages, injunctive relief).
Regulatory or compliance risk (enforcement, fines, administrative actions).
Financial risk (loss of revenue, increased costs, insolvency).
Reputational risk (public disclosure, adverse publicity).
Tax exposure (contingent tax liabilities or audits).
Operational risk (business disruption, contract performance).
Market or commercial risk (market acceptance, valuation fluctuations).
Other (specify below).

4. No Guarantee; Basis of Disclosure

4.1 The disclosures provided are based on information reasonably available to the Discloser as of the effective date and professional judgment. The Discloser expressly disclaims any guarantee that disclosed risks will occur or that undisclosed risks do not exist.

4.2 The Client acknowledges that the Discloser is not guaranteeing results, outcomes, or success, and that any projections, estimates or opinions are predictive in nature and subject to uncertainty.

5. Client Acknowledgment and Consent

5.1 The Client represents that it has reviewed this Disclosure, has had the opportunity to ask questions, and understands the material risks described herein. The Client consents to proceed with the Disclosed Matters despite the risks identified.

Client initials:

6. Limitation of Liability

6.1 Except as prohibited by applicable law, the Discloser shall not be liable for indirect, incidental, consequential, punitive or special damages arising from the disclosure or Client's reliance thereon. The aggregate liability of the Discloser arising out of or related to this Disclosure shall not exceed: unless otherwise agreed in a separate written agreement signed by authorized representatives of both parties.

7. Confidentiality; Survival

7.1 Each party shall maintain the confidentiality of Confidential Information in accordance with any existing confidentiality agreement between the parties. In the absence of a separate confidentiality agreement, parties shall not disclose Confidential Information except as required by law or with prior written consent.

7.2 The obligations of confidentiality and the limitations of liability in this Disclosure shall survive termination of any engagement for a period of three (3) years, except as otherwise provided by applicable law.

8. Conflicts of Interest

8.1 The Discloser has disclosed the following known or potential conflicts of interest related to the Disclosed Matters:

8.2 If a material conflict arises that cannot be waived, the Discloser shall inform the Client promptly and may withdraw from providing further services in respect of the Disclosed Matters.

9. Notices

9.1 All notices required or permitted under this Disclosure shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other.

10. Governing Law; Venue

10.1 This Disclosure shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Disclosure.

11. Entire Agreement; Amendments; Severability; Waiver; Counterparts

11.1 This Disclosure constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous agreements and understandings.

11.2 No amendment, modification or waiver of any provision of this Disclosure shall be effective unless in writing and signed by authorized representatives of both parties.

11.3 If any provision of this Disclosure is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.4 Failure or delay by any party in exercising any right under this Disclosure shall not operate as a waiver of that right, unless such waiver is in writing and signed by the waiving party.

12. Certification

By signing below, each party certifies that the information provided in this Disclosure is true and correct to the best of its knowledge, that the party has the authority to execute this Disclosure, and that the party has read, understood, and accepted the terms and conditions set forth herein.

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