Legal Statement of Information

LEGAL STATEMENT OF INFORMATION

This Legal Statement of Information (the "Statement") is made as of Date: by and between Declarant Name: (Entity Type: Individual Corporation LLC Partnership ), with principal address: ; and Recipient Name: (Entity Type: Individual Corporation LLC Partnership ), with principal address: .

RECITALS

WHEREAS, Declarant possesses certain factual, financial, organizational, or operational information described herein and intends to provide that information to Recipient for the purposes set forth in this Statement;

WHEREAS, Recipient requires such information to evaluate, document, or otherwise act with respect to a proposed transaction, relationship, or lawful purpose identified in this Statement;

WHEREAS, the parties desire to set forth the terms under which Declarant shall provide information to Recipient and the rights, limitations, and remedies applicable to use and reliance on that information.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Statement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Information" means all written, electronic, and oral data, documents, records, disclosures, and other materials provided by Declarant to Recipient pursuant to this Statement, including any summaries, analyses, or extracts thereof.

1.2 "Permitted Purpose" means the specific business or legal purpose identified by the parties in connection with which the Information is provided, as described in Section 2.1 below.

2. STATEMENT AND CERTIFICATION

2.1 Declarant shall provide to Recipient a written summary of the Information and any supporting documents identified under Summary of Information:

2.2 Declarant expressly certifies, to the best of Declarant's knowledge after reasonable inquiry, that the Information provided as of the date hereof is true, accurate, and complete in all material respects, and that no material fact has been omitted that would render the Information misleading.

3. USE, DISCLOSURE AND LIMITATIONS

3.1 Recipient shall use the Information only for the Permitted Purpose and shall not disclose, publish, or distribute the Information to third parties except: (a) to Recipient's directors, officers, employees, agents, advisors, or financing sources who have a need to know and are bound to maintain confidentiality substantially similar to this Statement; or (b) as required by law, regulation, or a valid order of a court or governmental authority.

3.2 Recipient shall exercise at least the same degree of care in protecting the Information as it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care.

4. ACCURACY; UPDATES; RELIANCE

4.1 Declarant agrees to notify Recipient promptly in writing of any material inaccuracy or change in the Information that becomes known to Declarant after delivery of such Information.

4.2 Recipient acknowledges that Recipient's use of the Information is at Recipient's sole risk. Except as expressly provided in Section 2.2, Declarant makes no representation or warranty, express or implied, as to the accuracy or completeness of the Information and disclaims all other warranties, including merchantability and fitness for a particular purpose.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants that it has the authority to enter into this Statement and to perform its obligations hereunder. Declarant further represents that, to Declarant's knowledge, the Information does not infringe upon the intellectual property rights of any third party.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

6.1 Declarant shall indemnify and hold harmless Recipient, its affiliates and their respective officers, directors, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of the certifications set forth in Section 2.2.

6.2 Except for liability arising from a party's willful misconduct or material breach of Section 2.2, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability shall be limited to direct damages not to exceed the direct costs incurred by the aggrieved party in connection with the Permitted Purpose.

7. RECORDS, RETENTION AND RETURN

7.1 Recipient shall maintain complete and accurate records of the Information in its possession and shall, upon written request by Declarant, return or destroy the Information and certify in writing the completion of such return or destruction, except to the extent retention is required by applicable law or a bona fide internal policy.

8. NOTICES

All notices required or permitted under this Statement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as a party may designate by notice):

9. MISCELLANEOUS

Governing Law: This Statement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below without regard to its conflicts of law principles. Jurisdiction selection:

Entire Agreement: This Statement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written representations, understandings and agreements. No representation or promise not expressly set forth in this Statement shall be binding.

Severability: If any provision of this Statement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

Amendments; Waiver: This Statement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver, nor shall any single or partial exercise of any right preclude further exercise of that right.

Counterparts: This Statement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be effective as originals.

ATTACHMENTS AND DOCUMENTS

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