Legal Statutory Disclosures

Legal Statutory Disclosures

This Legal Statutory Disclosures Agreement (the Agreement) is made and entered into as of the Effective Date by and between Client Name: ("Discloser") and Recipient Name: ("Recipient"). Effective Date: .

Recitals

WHEREAS, Discloser possesses certain information, records and materials that by statute, regulation or other applicable law must be disclosed, reported, or otherwise made available to Recipient in connection with a review, transaction, regulatory filing, or compliance obligation; and

WHEREAS, Recipient requires those statutory disclosures for the limited purpose of conducting its diligence and determining compliance with Applicable Law; and

WHEREAS, the parties desire to set forth terms governing the content, delivery, use, and ongoing obligations related to such statutory disclosures.

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 hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 "Applicable Law" means all statutes, regulations, rules, ordinances, administrative orders, and legally binding requirements applicable to the disclosure, filing, reporting, or use of the information described in this Agreement.

1.2 "Statutory Disclosures" means those documents, statements, notices and supporting materials identified in Section 2 below and any attachments delivered pursuant to this Agreement.

2. Statutory Disclosures; Schedule of Items

2.1 Discloser shall deliver to Recipient the following categories of Statutory Disclosures, as applicable. For each category, check the applicable box and provide required detail where indicated.

2.2 If any Statutory Disclosure is not being delivered in full, Discloser shall provide a written explanation of the omission or redaction in the Exceptions Description below.

3. Representations and Warranties

3.1 Discloser represents and warrants that, to the best of Discloser's knowledge after due inquiry, the Statutory Disclosures provided to Recipient are true, complete and correct in all material respects as of the Effective Date, except for those matters expressly described in the Exceptions Description.

3.2 Recipient represents that it will use the Statutory Disclosures only for the Permitted Purpose described in this Agreement and will not knowingly make any public filing or disclosure of Statutory Disclosures except where required by Applicable Law; where such filing or disclosure is required, Recipient shall provide Discloser with notice reasonably in advance when permitted by law.

4. Use, Confidentiality and Limitations

4.1 Use. Recipient shall limit access to Statutory Disclosures to those employees, agents, advisors or counsel who have a need to know for the Permitted Purpose and who are bound by confidentiality obligations no less protective than those set forth in this Agreement.

4.2 Confidentiality. Except to the extent disclosure is required by Applicable Law, Recipient shall keep Statutory Disclosures confidential and shall not disclose them to third parties without Discloser's prior written consent. If Recipient is compelled to disclose by legal process, Recipient shall, to the extent permitted, give Discloser prompt written notice and reasonably cooperate with Discloser in any lawful effort to seek a protective order.

4.3 Limitations. Nothing in this Agreement shall be construed to require either party to violate Applicable Law or to prevent either party from making disclosures to governmental authorities where disclosure is mandated by statute, regulation, subpoena or other legal process.

5. Record Retention, Correction and Updates

5.1 Discloser shall retain and make available for review any underlying records that substantiate the Statutory Disclosures for a period of not less than years following the Effective Date, or such longer period as required by Applicable Law.

5.2 If Discloser becomes aware of a material inaccuracy in any Statutory Disclosure, Discloser shall promptly notify Recipient in writing and provide corrected or supplemental information within a commercially reasonable time.

6. Remedies and Indemnification

6.1 Remedies. Each party acknowledges that a breach of the confidentiality or use obligations set forth in this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy. The non-breaching party shall be entitled to seek injunctive relief and any other equitable remedies in addition to recovery of damages.

6.2 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's material breach of its representations, warranties or obligations under this Agreement.

7. Notices

All notices, requests, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice delivered in accordance with this Section.

8. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. Any dispute arising under or in connection with this Agreement shall be brought in the state or federal courts located in , and each party consents to the exclusive jurisdiction and venue of such courts.

9. Miscellaneous Provisions

Entire Agreement. This Agreement 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 oral or written.

Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified or severed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

Amendments; Waiver. No amendment, modification, waiver or discharge of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties. The waiver by either party of a breach shall not operate as a waiver of any other breach.

Counterparts. This Agreement 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.

10. Execution and Certification

By signing below, the undersigned certify that they are duly authorized to execute this Agreement on behalf of the party for whom they sign; that the information provided in connection with the Statutory Disclosures is true and complete to their knowledge; and that they will comply with the obligations and limitations set forth herein.

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