Legal Submission Declaration

LEGAL SUBMISSION DECLARATION

This Legal Submission Declaration (the "Declaration") is made as of Effective Date: by and between Declarant Name: , entity type: Individual LLC Corporation Partnership, with principal address at ; and Recipient Name: , entity type: Individual LLC Corporation Partnership, with principal address at .

RECITALS

WHEREAS, Declarant intends to deliver to Recipient certain materials, data and documents described herein for use in connection with the purpose identified below; and

WHEREAS, Recipient requires a written declaration of the origin, accuracy, authority to submit and conditions of use of such materials; and

WHEREAS, the parties desire to set forth their respective representations, warranties, certifications and the permitted uses of submitted materials.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Submitted Materials" means all documents, data, correspondence, electronic files, and supporting materials provided by Declarant to Recipient under this Declaration, including any copies or extracts thereof.

1.2 "Purpose" means the specific matter for which Submitted Materials are provided. Purpose:

2. SUBMISSION

2.1 Declarant shall deliver to Recipient the Submitted Materials described in the attached Submission Schedule or as otherwise identified below. Declarant shall mark or accompany materials with sufficient identifiers to permit Recipient to associate materials with this Declaration.

2.2 Method of submission: Electronic Paper Other

3. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants to Recipient that, as of the Effective Date and with respect to the Submitted Materials: (a) Declarant has full right, power and authority to submit the Submitted Materials for the Purpose; (b) the Submitted Materials are authentic to the best of Declarant's knowledge and are true, complete and accurate in all material respects; (c) the submission of the Submitted Materials does not violate any agreement, duty or applicable law; (d) Declarant has identified any documents or portions thereof that Declarant believes to be privileged or otherwise subject to protection from disclosure and has set forth the claimed basis for such protection in writing to Recipient.

4. CERTIFICATION

4.1 By submitting the Submitted Materials, Declarant certifies under penalty of law that the information provided in or with the Submitted Materials is true and correct to the best of Declarant's knowledge and belief. Declarant acknowledges that knowingly making false statements or submissions may expose Declarant to civil or criminal liability under applicable statutes.

Declarant Certification (check to confirm) I certify that the foregoing representations and warranties are true and that I am authorized to make this Declaration on behalf of Declarant.

5. CONFIDENTIALITY; PRIVILEGE

5.1 Recipient shall treat Submitted Materials identified as confidential in accordance with any existing confidentiality agreement between the parties. In the absence of a separate confidentiality agreement, Recipient shall use the Submitted Materials solely for the Purpose and shall not disclose such materials to third parties except as required by law or as necessary to carry out the Purpose.

5.2 If Declarant asserts privilege over any Submitted Materials, Declarant shall identify the specific documents and basis for privilege in writing. Receipt of a claim of privilege shall not constitute a waiver; Recipient may challenge such claim in accordance with applicable rules or procedures.

6. USE, RETENTION AND DISPOSITION

6.1 Recipient shall retain Submitted Materials only for as long as necessary to accomplish the Purpose or as required by law, after which Recipient shall return or destroy the Submitted Materials upon written request of Declarant. If destroyed, Recipient shall provide a written certification of destruction upon request.

7. INDEMNIFICATION

7.1 Declarant agrees to indemnify, defend and hold harmless Recipient and its directors, officers, employees and agents from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or certifications in this Declaration, or from any claim by a third party relating to the Submitted Materials, except to the extent such loss is caused by Recipient's gross negligence or willful misconduct.

8. NOTICES

Notices shall be given in writing and shall be effective upon receipt when delivered personally, by nationally recognized overnight courier, or by registered or certified mail (return receipt requested) to the addresses provided above or to such other address as either party designates by written notice.

9. MISCELLANEOUS

Governing Law: This Declaration shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties:

Entire Agreement: This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings, whether written or oral.

Severability: If any provision of this Declaration is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

Amendments; Waiver: No amendment, modification or waiver of any provision of this Declaration shall be effective unless in a writing signed by both parties. No failure or delay in exercising any right shall operate as a waiver thereof.

Counterparts: This Declaration may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic or facsimile transmission shall have the same force and effect as original signatures.

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