Legal Summary of Contacts

LEGAL SUMMARY OF CONTACTS

This Legal Summary of Contacts (the "Summary") is made and entered into as of by and between Party A Name: with principal address (hereinafter "Party A"), and Party B Name: with principal address (hereinafter "Party B").

RECITALS

WHEREAS, Party A and Party B each maintain relationships with individuals and entities whose names and related information are material to the conduct of their business activities; and

WHEREAS, the parties desire to compile, identify and memorialize a summary of contacts, including representative contact information, role descriptions and the permitted uses of such contacts for the limited purposes set forth herein; and

WHEREAS, the parties intend by this Summary to set forth each party's obligations regarding confidentiality, retention and permissible disclosure of the contact information described below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Contact" means any individual or entity identified in Section 2 as a contact, including the individual's name, title, organization and contact information.

1.2 "Contact Information" means telephone numbers, email addresses, mailing addresses, and other direct means of communication relating to a Contact.

1.3 "Confidential Information" means, for purposes of this Summary, Contact Information and any notes, analyses or summaries derived therefrom, except as expressly excluded in Section 4.2.

2. SUMMARY OF CONTACTS

The parties agree the following contacts are included in this Summary. Each contact entry below identifies the contact and the permitted scope of communication. The parties may add additional contacts by written amendment in accordance with Section 11.

Contact 1

Client   Vendor   Advisor   Other

Contact 2

Client   Vendor   Advisor   Other

Contact 3

Client   Vendor   Advisor   Other

3. CONFIDENTIALITY AND PROTECTION

3.1 Each party shall treat Contact Information as Confidential Information and shall not disclose such information to any third party except as expressly permitted by this Summary or with the prior written consent of the disclosing party.

3.2 Notwithstanding Section 3.1, Confidential Information shall not include information that: (a) is or becomes generally available to the public through no breach of this Summary; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the Confidential Information.

3.3 Each party shall implement commercially reasonable administrative, physical and technical safeguards to protect Contact Information from unauthorized access, use, disclosure or loss and shall promptly notify the other party in writing of any unauthorized disclosure that materially affects the other party's Contact Information.

4. PERMITTED USES

4.1 Each party may use the Contact Information solely for the internal business purposes expressly identified in this Summary and for introductions and communications reasonably related to those purposes.

4.2 The receiving party shall not use Contact Information for marketing, solicitation, resale or any purpose contrary to any specific instruction recorded in the Notes field for each Contact without the prior written consent of the disclosing party or the Contact.

5. RECORD RETENTION; DESTRUCTION

5.1 Each party shall retain Contact Information only so long as necessary to accomplish the permitted uses set forth herein or as required by applicable law, after which the party shall securely destroy or anonymize such information.

5.2 Upon written request by the disclosing party, the receiving party shall certify in writing within thirty (30) days that specified Contact Information has been destroyed or returned, subject to any lawful retention obligations.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to disclose the Contact Information it provides and that such disclosure does not violate any agreement or legal obligation to a third party. Neither party makes any other express warranty with respect to Contact Information and disclaims any implied warranties, including merchantability and fitness for a particular purpose.

7. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim resulting from the Indemnifying Party's breach of this Summary, negligent disclosure of Contact Information, or violation of applicable law in connection with the Contact Information.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS SUMMARY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS SUMMARY SHALL NOT EXCEED THE DIRECT DAMAGES PROVEN BY THE CLAIMING PARTY.

9. NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered to the parties at the addresses set forth below or to such other address as either party designates by notice pursuant to this Section.

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Summary shall be effective unless in writing and signed by the authorized representatives of both parties. The failure of either party to enforce any right under this Summary shall not be deemed a waiver of such right.

11. COUNTERPARTS

This Summary may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument.

12. GOVERNING LAW

This Summary shall be governed by and construed in accordance with the laws of the state specified below without regard to principles of conflicts of law.

13. ENTIRE AGREEMENT

This Summary 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.

14. SEVERABILITY

If any provision of this Summary is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

The parties acknowledge that monetary damages may be an insufficient remedy for breach of the confidentiality obligations set forth in this Summary and that either party shall have the right to seek injunctive relief in addition to any other remedy available at law or in equity.

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