Legal Statement of Rights

LEGAL STATEMENT OF RIGHTS

This Legal Statement of Rights (the "Statement") is made and entered into by and between Statement Issuer Name: and Recipient Name: effective as of Effective Date: (the "Effective Date").

Recitals

WHEREAS, Statement Issuer represents that it holds certain rights, interests, or claims described as Rights Description: which are material to the relationship between the Parties;

WHEREAS, Recipient acknowledges receipt of notice regarding the existence, scope and asserted ownership or control of the foregoing rights and desires a written statement setting forth the Parties' understandings and the limitations applicable to such rights; and

WHEREAS, the Parties intend by this Statement to set forth, without admission of liability, the Statement Issuer's asserted rights and the Recipient's acknowledgement and the procedures for notice, enforcement and dispute resolution.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. Definitions

For the purposes of this Statement, the following definitions apply:

(a) "Asserted Rights" means the rights, titles, interests and claims described in Section 2 below and in Rights Detailed Description:

(b) "Parties" means Statement Issuer and Recipient collectively.

2. Statement of Rights

Statement Issuer hereby states, affirms and declares that it asserts the following categories of rights (check all that apply):

Intellectual Property Rights (patent, trademark, copyright) Contractual Rights Moral or Personal Rights Other (describe below)

If "Other" is selected, provide particulars:

The Statement Issuer represents that, to the best of its knowledge, the Asserted Rights are valid and in effect as of the Effective Date and that it is authorized to assert or disclose those rights. These representations are limited to the facts known to the Statement Issuer at the time of signing and do not constitute a guarantee of absolute ownership.

3. Limitations and Reservations

Nothing in this Statement shall be construed as a transfer, license, waiver, or assignment of any Asserted Rights unless an express written assignment or license is executed by the Statement Issuer. The Statement Issuer reserves all rights not expressly granted herein.

The Parties acknowledge that the Statement is declaratory in nature and that third parties may dispute, challenge or seek to invalidate any asserted right. The Statement Issuer shall not be estopped from asserting, defending or modifying its position in subsequent proceedings.

4. Duration; Termination

This Statement shall become effective on the Effective Date and shall continue in effect until Termination Event: unless earlier terminated by mutual written agreement of the Parties.

5. Enforcement and Remedies

The Parties acknowledge that breach of the obligations set forth in this Statement may cause irreparable harm for which monetary damages may be inadequate. The Parties agree that, in addition to any other remedies available at law or in equity, injunctive relief and specific performance shall be available to the aggrieved Party.

The prevailing Party in any action to enforce this Statement shall be entitled to recover reasonable attorneys' fees, costs and disbursements from the non-prevailing Party.

6. Representations and Warranties

Statement Issuer represents and warrants that: (a) it has the authority to execute and deliver this Statement; (b) the statements of fact contained herein are true and correct to the best of its knowledge as of the Effective Date; and (c) it has not granted any exclusive license or assignment that would render the asserted rights unenforceable in whole or in part, except as disclosed in Writing of Record:

7. Confidentiality

Unless otherwise agreed in a separate written agreement, the Parties agree that any non-public information disclosed in connection with this Statement that is designated as confidential shall be held in confidence and shall not be used except for purposes consistent with this Statement. Confidential information does not include information that is or becomes publicly available through no fault of the receiving Party or is independently developed by the receiving Party.

8. Notices

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the Parties at the addresses set forth below (or to such other address as either Party may specify in writing).

9. Amendments

This Statement may be amended, modified or supplemented only by a written instrument executed by authorized representatives of both Parties. No oral modification shall be binding.

10. Waiver

No waiver by either Party of any breach or default shall constitute a waiver of any other breach or default or of the same breach or default on a future occasion, unless such waiver is in writing and signed by the Party granting the waiver.

11. Governing Law

This Statement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to conflict of law principles.

12. Entire Agreement

This Statement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

13. Severability

If any provision of this Statement is held to be invalid, illegal or unenforceable in any respect, that provision shall be severed and the remainder of the Statement shall remain in full force and effect.

14. Counterparts

This Statement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or digital images of signatures shall be treated as originals for all purposes.

The Parties have executed this Legal Statement of Rights as of the dates set forth below.

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