Legal Standard Disclosure Form

LEGAL STANDARD DISCLOSURE FORM

This Legal Standard Disclosure Form (the "Form") is made effective as of Effective Date: by and between Discloser: , with principal place of business at , and Recipient: , with principal place of business at .

RECITALS

WHEREAS, Discloser possesses certain information, materials and knowledge that may be material to the business, financial condition, legal status or regulatory compliance of the parties and related transactions; and

WHEREAS, Recipient has requested and Discloser has agreed to provide specified disclosures on the terms and conditions set forth in this Form to facilitate evaluation, negotiation, performance of agreements or regulatory review; and

WHEREAS, the parties intend that this Form set forth procedures, certifications and continuing obligations regarding the accuracy, update and restricted use of disclosed information.

NOW THEREFORE, in consideration of the mutual covenants 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 "Disclosed Information" means all factual statements, documents, records, agreements, financial data, correspondence, and other materials delivered or made available by Discloser to Recipient pursuant to or related to this Form, whether delivered in writing or orally and regardless of format.

1.2 "Material Adverse Disclosure" means any disclosure of fact or circumstance that would reasonably be expected to have a material adverse effect on the business, financial condition, compliance or prospects of the Discloser or any transaction under negotiation.

2. CURRENT DISCLOSURES

2.1 The Discloser hereby makes the following affirmative disclosures by checking the applicable categories and providing details where indicated. Recipient acknowledges receipt of these disclosures and shall rely on them only as provided in Section 4 (Use and Reliance).

3. REPRESENTATIONS AND WARRANTIES

3.1 Discloser represents and warrants that, to the best of its knowledge after reasonable inquiry, the disclosures set forth in Section 2 are true, complete and correct as of the Effective Date and do not knowingly omit any material fact required to prevent the disclosures from being misleading.

3.2 Recipient represents and warrants that it receives the Disclosed Information for the purposes set forth in this Form and will review such information using customary care for similarly situated recipients.

4. USE, CONFIDENTIALITY AND LIMITATIONS ON RELIANCE

4.1 Recipient shall hold Disclosed Information in confidence and shall not disclose such information to third parties except as expressly permitted in writing by Discloser or as required by law. Recipient shall limit access to Disclosed Information to those employees, agents or advisors with a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

4.2 Notwithstanding the foregoing, Recipient may disclose Disclosed Information to the extent compelled by law or regulation, provided Recipient gives Discloser prompt written notice and uses commercially reasonable efforts to obtain confidential treatment or a protective order.

4.3 Recipient's reliance on oral or written Disclosed Information shall be limited to the express written representations made in this Form or in documented attachments; Recipient shall not rely on any other unstated warranties or promises.

5. UPDATES; DUTY TO SUPPLEMENT

5.1 Discloser shall promptly deliver written updates to Recipient regarding any Material Adverse Disclosure discovered after the Effective Date. Such updates shall be delivered no later than calendar days after discovery of the relevant information.

5.2 Any supplemental disclosure shall be deemed incorporated into this Form upon receipt and shall be subject to all terms and restrictions herein.

6. INDEMNIFICATION

6.1 Discloser agrees to indemnify, defend and hold harmless Recipient and its officers, directors, employees and agents from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any third-party claim to the extent resulting from a material inaccuracy in the Disclosed Information known to Discloser at the time of disclosure and not timely corrected pursuant to Section 5.

7. LIMITATION OF LIABILITY

7.1 EXCEPT FOR CLAIMS ARISING FROM WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM THE USE OR RELIANCE ON DISCLOSED INFORMATION.

8. NOTICES

All notices, requests and other communications required or permitted under this Form shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

9. GOVERNING LAW; VENUE

This Form shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in such state for all disputes arising under or related to this Form.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings and representations.

10.2 If any provision of this Form is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

11.2 This Form may be executed in counterparts and by electronic or facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. CERTIFICATION

By signing below, each party certifies that the information provided in Section 2 and any attachments is true and complete to the best of such party's knowledge and that the signatory is authorized to bind the party on whose behalf the signatory executes this Form.

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