Legal Submission Letter

LEGAL SUBMISSION LETTER

This Legal Submission Letter (the "Letter") is made as of the day of , by and between Submitter Name: (hereinafter "Submitter") and Recipient Name: (hereinafter "Recipient").

RECITALS

WHEREAS, Submitter possesses certain documents, materials, data and other information related to the matter identified as Reference No.: (the "Submission Materials");

WHEREAS, Submitter desires to transmit the Submission Materials to Recipient for the limited purpose set forth below and subject to the terms and conditions of this Letter; and

WHEREAS, Recipient is willing to accept the Submission Materials on the terms and conditions contained herein and to use such materials only as authorized in this Letter.

NOW, THEREFORE

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

1. DEFINITIONS

1.1 "Submission Materials" means all documents, data, tangible items, electronic records, communications and other materials delivered by Submitter to Recipient under this Letter, including any copies, extracts and summaries.

1.2 "Effective Date" means the date set forth in the opening paragraph of this Letter.

2. DESCRIPTION AND DELIVERY

2.1 Submitter hereby delivers to Recipient the Submission Materials described as follows:

2.2 Delivery shall be deemed completed upon Recipient's written acknowledgment of receipt or upon physical or electronic transfer as evidenced by Recipient's acceptance, whichever is earlier.

3. PURPOSE AND AUTHORIZED USE

3.1 The Submission Materials are provided solely for the following authorized purpose:

3.2 Recipient shall not use the Submission Materials for any other purpose without the prior written consent of Submitter. Recipient shall limit access to the Submission Materials to those employees, agents and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained in this Letter.

4. CONFIDENTIALITY

4.1 Submitter designates the Submission Materials as confidential: Confidential

4.2 Recipient shall hold the Submission Materials in strict confidence and shall not disclose the Submission Materials to any third party except as expressly permitted by this Letter or as required by applicable law, provided that Recipient provides Submitter prompt written notice of any such legal requirement and cooperates with Submitter to seek protective measures.

4.3 The obligation of confidentiality shall continue for a period of from the Effective Date, except as to any information that qualifies as proprietary trade secret information under applicable law, which shall remain confidential for so long as it remains a trade secret.

5. REPRESENTATIONS AND WARRANTIES

5.1 Submitter represents and warrants that: (a) it has full authority to disclose the Submission Materials to Recipient for the Authorized Purpose; (b) to the best of Submitter's knowledge the Submission Materials do not infringe the proprietary rights of any third party; and (c) except as expressly disclosed in writing, there are no pending claims or litigation that would prevent Recipient's receipt or use of the Submission Materials as contemplated by this Letter.

5.2 Recipient represents and warrants that it will handle the Submission Materials in accordance with the terms of this Letter and applicable law.

6. RETURN OR DESTRUCTION

Upon written request by Submitter or upon termination of the Authorized Purpose, Recipient shall, at Submitter's election, promptly return all Submission Materials and all copies thereof or certify in writing the destruction of such materials, provided that Recipient may retain archival copies solely for compliance, regulatory or record retention purposes subject to the confidentiality obligations herein.

7. INDEMNIFICATION

Submitter shall indemnify, defend and hold harmless Recipient and its officers, directors and employees from and against any third-party claim, loss, liability, cost or expense (including reasonable attorneys' fees) arising out of Submitter's breach of Sections 4 or 5 of this Letter or from misrepresentations in the Submission Materials, except to the extent such claim arises from Recipient's negligent or willful misconduct.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS UNDER THIS LETTER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS LETTER.

9. NOTICES

All notices, requests, demands and other communications under this Letter shall be in writing and delivered to the parties at the addresses set forth below. Notices are effective upon receipt.

10. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles.

11. ENTIRE AGREEMENT

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

12. SEVERABILITY

If any provision of this Letter is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that effectuates the original intent of the parties to the fullest extent permitted by law.

13. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Letter shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Legal Submission Letter as of the Effective Date.

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