Legal Transmittal Form

LEGAL TRANSMITTAL FORM

This Legal Transmittal Form is dated and is entered into by and between Transmitting Party: (hereinafter "Transmitting Party") and Receiving Party: (hereinafter "Receiving Party").

RECITALS

WHEREAS, Transmitting Party is providing certain documents, materials, or information related to Matter/File No.: concerning ; and

WHEREAS, the parties desire to document the transmittal, method of delivery, tracking and receipt of the listed items and to set forth the respective responsibilities and certifications related thereto; and

WHEREAS, the parties intend that the delivery, receipt, confidentiality, and any limitations of use shall be governed by the terms set forth below.

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

1. DOCUMENTS TRANSMITTED

1.1 Transmitting Party hereby transmits to Receiving Party the documents and items described below (collectively, the "Transmitted Materials"). Transmitted Materials (identify each document, exhibit, and number of pages):

1.2 Number of physical pages transmitted (if applicable): . Electronic file names or identifiers (if applicable):

2. METHOD AND TIMING OF DELIVERY

2.1 Method of delivery (select all applicable): Courier / Overnight Carrier U.S. or International Mail Hand Delivery Email / Electronic Transmission Facsimile

2.2 For carrier deliveries, Carrier and tracking number(s):

2.3 Date and time of initial transmission or mailing: Time:

3. RECEIPT AND ACKNOWLEDGMENT

3.1 Receiving Party shall acknowledge actual receipt of the Transmitted Materials in writing or by signature on this form within calendar days of receipt. Such acknowledgment shall state the condition of the Transmitted Materials and note any missing or damaged pages.

3.2 If Receiving Party fails to acknowledge receipt within the timeframe set forth above, Transmitting Party's records of delivery (including carrier tracking information or transmission logs) shall be prima facie evidence of delivery for purposes of any dispute regarding receipt.

4. CONFIDENTIALITY AND USE

4.1 The Transmitted Materials are being provided for the limited purpose of . Receiving Party shall not use, disclose, reproduce, or permit access to the Transmitted Materials for any other purpose without the prior written consent of Transmitting Party, except as required by court order or applicable law, in which case Receiving Party shall provide prompt written notice to Transmitting Party where legally permitted.

4.2 Receiving Party shall implement reasonable safeguards to protect the confidentiality and integrity of the Transmitted Materials and shall limit access to persons with a demonstrable need to know.

5. REPRESENTATIONS, WARRANTIES AND LIMITATIONS

5.1 Transmitting Party represents that it is authorized to transmit the Transmitted Materials and that, to the best of its knowledge, the Transmitted Materials are complete and accurate copies of the referenced items as of the date of transmission. Transmitting Party makes no warranty as to the continued accuracy of such materials after the date of transmission.

5.2 Receiving Party acknowledges that some documents may be privileged or subject to limitations on use. Receiving Party agrees to notify Transmitting Party promptly if it believes any Transmitted Materials contain privileged or protected information and to abide by any instructions regarding return or destruction provided by Transmitting Party.

6. INDEMNITY

6.1 Each party shall indemnify, defend and hold harmless the other party from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from that party's breach of this Transmittal Form, including unauthorized disclosure or misuse of the Transmitted Materials.

7. NOTICES

Transmitting Party Contact for Notices:

Receiving Party Contact for Notices:

8. AMENDMENTS, WAIVER, AND COUNTERPARTS

8.1 No amendment, waiver or modification of any provision of this Transmittal Form shall be effective unless it is in writing and signed by authorized representatives of both parties. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

8.2 This Transmittal Form may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be deemed originals for purposes of enforceability.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1 Governing Law. This Transmittal Form shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

9.2 Entire Agreement. This Transmittal Form, including any attachments or schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to such subject matter.

9.3 Severability. If any provision of this Transmittal Form is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and such invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

10. CERTIFICATION OF TRANSMISSION

10.1 Transmitting Party certifies that the Transmitted Materials are, to its knowledge, complete copies of the items described above as of the date of transmission and that the method of transmission selected above was used to effect delivery. Transmitting Party further certifies that any required redactions or privilege logs have been provided or noted.

10.2 Receiving Party certifies, by signing below, that it has received the Transmitted Materials described above and that, to the extent any discrepancies, missing pages, or damage exist, such discrepancies are noted on the acknowledgment line below or on an attached written notice.

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