Legal Trade Disclosures Form

LEGAL TRADE DISCLOSURES FORM

This Legal Trade Disclosures Form is made as of Effective Date: by and between Disclosing Party Name: , an entity with principal address: , and Recipient Party Name: , an entity with principal address: .

Recitals

WHEREAS, Disclosing Party has made or may make certain trades in goods, services, securities, commodities, or other instruments that are relevant to Recipient Party's assessment of exposures, obligations, or contractual rights; and

WHEREAS, the parties desire to establish terms under which Disclosing Party will disclose specified trade information to Recipient Party and the protections, uses, and limitations applicable to such disclosed information; and

WHEREAS, the parties intend that protected disclosures under this Form shall be made in accordance with applicable law and that Recipient Party shall maintain confidentiality and use limitations as set forth herein.

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

1. Definitions

1.1 "Trade" means any purchase, sale, exchange, option, forward, swap, derivative, service engagement, licensing transaction, or other transfer of economic interest executed by or on behalf of Disclosing Party that is described in a Disclosure Schedule.

1.2 "Disclosed Information" means the factual details of a Trade, including transaction date, counterparty, instrument or product, quantity, price or consideration, and a concise description of the business purpose and terms.

1.3 "Confidential Information" includes Disclosed Information and any analysis, summaries, or reproductions thereof, except as expressly excluded in Section 4.2.

2. Disclosure Obligations

2.1 Disclosing Party shall furnish to Recipient Party a Disclosure Schedule containing Disclosed Information for each Trade required by this Form. Disclosures shall be made in the form and frequency elected below:

Frequency (select one):   Immediate upon execution   Within 2 business days   Monthly   Quarterly

2.2 Disclosing Party warrants that each Disclosure will be true, complete and made in good faith based on information reasonably available at the time of disclosure. Disclosing Party shall supplement any Disclosure upon discovery of materially inconsistent or omitted information.

3. Trade Disclosure Schedule

The following entries constitute the initial Trade Disclosure Schedule. If additional entries are required, attach additional pages using the same format and sign each page.

4. Confidentiality and Use Restrictions

4.1 Recipient Party shall keep Confidential Information strictly confidential and shall not disclose such information to any third party except as expressly permitted in this Form or required by applicable law or regulation. Recipient Party shall restrict access to Confidential Information to employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

4.2 The obligations in Section 4.1 shall not apply to information that: (a) was in the public domain at the time of disclosure other than by breach of this Form; (b) later becomes public through no breach by Recipient Party; (c) is demonstrably in Recipient Party's possession prior to disclosure; or (d) is lawfully obtained by Recipient Party from a third party without breach of any obligation of confidentiality.

5. Representations and Warranties

5.1 Each party represents and warrants that it has full corporate or organizational power and authority to enter into this Form and to perform its obligations hereunder, and that the person executing this Form on its behalf is duly authorized to do so.

5.2 Disclosing Party represents that, to the best of its knowledge, each Disclosure contained in the Disclosure Schedule is complete and accurate in all material respects as of the date furnished; provided that Disclosing Party does not warrant future results or market effects.

6. Compliance with Laws; Prohibited Conduct

6.1 Each party shall comply with applicable laws, rules and regulations governing the trades disclosed hereunder. Neither party shall use Disclosed Information to facilitate unlawful market manipulation, insider trading, or other prohibited or fraudulent conduct.

7. Recordkeeping and Audit

7.1 Disclosing Party shall retain complete and accurate records supporting each Disclosure for a period of five (5) years from the date of the Trade, unless a longer period is required by applicable law.

7.2 Recipient Party may request a reasonable audit of Disclosing Party's records to verify the accuracy of Disclosures. Any audit request shall be delivered with at least days' prior written notice and shall be conducted during normal business hours and subject to confidentiality protections.

8. Remedies and Indemnification

8.1 Each party acknowledges that breach of the confidentiality or disclosure obligations could cause irreparable harm. In addition to any other remedies available at law or equity, the non-breaching party shall be entitled to injunctive relief to prevent or restrain breach.

8.2 Disclosing Party shall indemnify, defend and hold harmless Recipient Party from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any intentional misrepresentation or willful omission in a Disclosure.

9. Limitation of Liability

9.1 Except for liabilities arising from willful misconduct, gross negligence, or breaches of Section 4 (Confidentiality) or 8 (Indemnification), neither party shall be liable to the other for consequential, incidental, punitive or special damages, and aggregate liability shall be capped to the direct losses arising from the acts or omissions giving rise to the claim.

10. Notices

All notices required or permitted under this Form shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section. Notices shall be effective upon receipt.

11. Amendments; Waiver; Counterparts

11.1 No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. No failure or delay by a party in exercising any right shall operate as a waiver of that right.

11.2 This Form 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. Signatures delivered by electronic facsimile or electronic image shall be binding.

12. Governing Law; Entire Agreement; Severability

12.1 This Form shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: Governing Law Jurisdiction:

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

12.3 If any provision of this Form is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect.

Acknowledgements and Certifications

By signing below, each signatory certifies that the Disclosed Information provided by or on behalf of the signatory is, to the best of the signatory's knowledge and belief, true, complete and not misleading in any material respect, and that the signatory is authorized to execute this Form on behalf of the party for whom they sign.

I acknowledge and certify the foregoing.

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