Legal Signed Disclosure

LEGAL SIGNED DISCLOSURE

This Legal Signed Disclosure (the "Disclosure") is made and entered into as of the day of , , by and between Discloser Name: , with principal address at (hereinafter "Discloser"), and Recipient Name: , with principal address at (hereinafter "Recipient").

RECITALS

WHEREAS, Discloser possesses certain information, records and material facts pertaining to the subject matter described in Section 2 that Discloser intends to disclose to Recipient for the recipient's evaluation and use in connection with business dealings between the parties; and

WHEREAS, Recipient desires to receive such information and acknowledges its obligation to take any limitations on use, confidentiality, or reliance set forth in this Disclosure; and

WHEREAS, the parties intend by this Disclosure to document the scope of information provided, the representations and warranties of Discloser, and the remedies available if the representations prove false or if the restrictions on use are breached.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Disclosed Information" means all written, electronic or oral information delivered by Discloser to Recipient, including but not limited to documents, reports, emails, summaries, physical observations and attachments listed in Section 2. Disclosed Information shall include material facts known to Discloser at the time of disclosure.

2. DESCRIPTION OF DISCLOSURE

Discloser hereby provides the following description of the subject matter and the categories of information being disclosed. Recipient acknowledges receipt of the items described below and any listed attachments.

Financial information Contractual obligations Environmental/material conditions Pending or threatened legal claims Other:

3. REPRESENTATIONS AND WARRANTIES OF DISCLOSER

Discloser represents and warrants to Recipient that, to Discloser's actual knowledge as of the Effective Date: (a) the Disclosed Information described in Section 2 is true and accurate in all material respects; (b) Discloser has the right and authority to disclose such information; and (c) there are no undisclosed matters known to Discloser that would render the disclosed facts materially misleading. For purposes of this Section, "actual knowledge" excludes constructive or imputed knowledge of officers or agents not directly involved in compiling the Disclosed Information.

4. LIMITATIONS ON RELIANCE AND USE

4.1 Recipient acknowledges that Discloser makes the representations in Section 3 only as expressly stated and that Recipient shall not rely upon any other representation, warranty or statement not contained in this Disclosure. Recipient shall use the Disclosed Information solely for the purpose of evaluating or consummating the transaction or relationship described in the recitals and shall not publish, distribute or otherwise disclose such information except as expressly permitted by this Disclosure or required by law.

4.2 Recipient further acknowledges that certain information may be incomplete or subject to change and that Discloser is under no duty to update the Disclosed Information unless expressly agreed in writing.

5. INDEMNIFICATION

Discloser agrees to indemnify, defend and hold harmless Recipient from and against any losses, liabilities, claims, damages and reasonable costs (including attorney's fees) arising out of a breach of the representations and warranties set forth in Section 3, provided that Recipient gives prompt written notice of any claim and affords Discloser the opportunity to assume the defense of such claim.

6. REMEDIES

The parties agree that monetary damages may be inadequate to remedy a breach of obligations under this Disclosure and that, in addition to any other remedy, the non-breaching party shall be entitled to specific performance, injunctive relief, or other equitable remedies to prevent or curtail any actual or threatened breach.

7. NOTICES

All notices and communications 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 specify by notice pursuant to this section.

8. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Disclosure shall be effective unless in writing and signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement. This Disclosure may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

9. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Disclosure shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties below without regard to conflict of laws principles. If any provision of this Disclosure is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Disclosure constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings.

10. MISCELLANEOUS PROVISIONS

10.1 Assignment. Neither party may assign its rights or delegate its obligations under this Disclosure without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or other business reorganization.

10.2 Interpretation. Headings are for convenience only and shall not affect interpretation. The words "including" and "includes" shall be construed as without limitation.

CERTIFICATION

Discloser certifies under penalty of perjury that the Disclosed Information provided in this Disclosure is true and accurate to the best of Discloser's knowledge as of the Effective Date. Recipient acknowledges that it has read and understood the Disclosed Information and that Recipient's reliance upon the Disclosed Information is at Recipient's own risk subject to the indemnification provisions herein.

Sign Now