Legal Submission Package

LEGAL SUBMISSION PACKAGE

This Legal Submission Package (the "Package") is made and entered into as of by and between Submitter Name: ("Submitter") and Recipient Name: ("Recipient"). Submitter desires to submit certain materials to Recipient and Recipient agrees to receive and process such materials subject to the terms set forth below.

RECITALS

WHEREAS, Submitter intends to deliver to Recipient a set of documents and supporting materials described herein for the purpose of submission, filing, review, or administrative processing; and

WHEREAS, Recipient has the authority and capacity to receive, review, and, where applicable, file or transmit such materials on behalf of Submitter in accordance with applicable procedures and protocols; and

WHEREAS, the parties desire to document the terms, representations, warranties, delivery instructions, and certifications that will govern the submission and handling of the materials.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Package, the following terms have the meanings set forth below:

"Submission Materials" means all documents, exhibits, affidavits, certificates, electronic files, and other writings delivered by Submitter to Recipient as listed in Section 2.

2. SUBMISSION MATERIALS

3. DELIVERY, ACKNOWLEDGMENT, AND RETENTION

Submitter shall deliver the Submission Materials to Recipient at the address set forth in Section 10. Recipient shall acknowledge receipt in writing within business days. Recipient's acknowledgment shall describe any discrepancies or missing items. Recipient shall retain Submission Materials for a period of unless otherwise agreed in writing.

4. REPRESENTATIONS AND WARRANTIES

Submitter represents and warrants that: (a) it is authorized to submit the Submission Materials and to grant any licenses or consents necessary for Recipient to use or transmit such materials; (b) the Submission Materials are complete and accurate to the best of Submitter's knowledge; and (c) submission of the materials does not violate any applicable contractual obligation, law, or third-party right.

Recipient represents and warrants that it will handle Submission Materials in accordance with reasonable professional standards and applicable law when receiving, reviewing, filing, or transmitting such materials on behalf of Submitter.

5. CONFIDENTIALITY AND PRIVILEGE

The parties acknowledge that certain Submission Materials may contain confidential or privileged information. Recipient agrees to maintain the confidentiality of such materials and not to disclose them except as required by law, as necessary to perform its obligations hereunder, or with Submitter's prior written consent. Recipient shall take commercially reasonable measures to protect privileged information from disclosure and shall promptly notify Submitter of any request or demand for production of such materials.

Privileged communications Personal data Proprietary information

6. CERTIFICATION AND AUTHORIZATION

Submitter certifies that the Submission Materials are true, complete, and accurate to the best of Submitter's knowledge and that Submitter is authorized to make and deliver the materials. Submitter authorizes Recipient to file, transmit, or otherwise present the Submission Materials to the appropriate receiving authority, tribunal, or administrative body where necessary to effect the purpose of the submission, provided that such filing or transmission shall be performed in accordance with the terms of this Package.

Certification (check to attest): I certify under penalties of perjury that the information and materials submitted are accurate and that I am authorized to make this submission.

7. FEES, COSTS AND EXPENSES

Unless otherwise agreed in writing, Submitter shall be responsible for all fees, filing costs, postage, courier charges, and reasonable administrative costs incurred by Recipient in connection with handling and processing the Submission Materials. Any estimated or agreed-upon fees shall be set forth below.

8. INDEMNIFICATION

Submitter shall indemnify, defend, and hold harmless Recipient and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Submitter's breach of any representation, warranty, or covenant contained in this Package or from Submitter's submission of materials that infringe third-party rights or violate law.

9. LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special, or punitive damages arising out of or related to this Package, regardless of the theory of liability, even if advised of the possibility of such damages.

10. NOTICES

All notices required or permitted under this Package shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notices shall be deemed received upon delivery if delivered by hand, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the United States mail, first-class, postage prepaid.

11. GOVERNING LAW; VENUE

This Package shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the specified jurisdiction for any dispute arising out of or relating to this Package.

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

This Package constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions. If any provision of this Package is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Package may be amended only by a written instrument signed by both parties.

13. WAIVER; COUNTERPARTS

No failure or delay by either party in exercising any right shall operate as a waiver of that right. A waiver must be in writing and signed by the waiving party. This Package may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

14. MISCELLANEOUS

Each party represents that the person signing below is duly authorized to bind the party to the terms of this Package. The headings in this Package are for convenience only and shall not affect interpretation.

ACKNOWLEDGMENT OF PROCESS

By signing below, Submitter acknowledges that Recipient's acceptance of Submission Materials is subject to verification and that Recipient may require additional documents or clarifications. Recipient's acceptance for processing does not constitute a determination of correctness or completeness for any legal or administrative purpose unless expressly stated in writing.

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