Legal Updates Form

LEGAL UPDATES FORM

This Legal Updates Form (the "Form") is executed as of Effective Date: by and between Notifying Party: , an entity of type , and Receiving Party: , an entity of type .

Recitals

WHEREAS, the parties are parties to that certain agreement titled dated (the "Agreement"); and

WHEREAS, Notifying Party desires to inform Receiving Party of certain legal, corporate or administrative updates that may affect rights or obligations under the Agreement; and

WHEREAS, the parties desire to establish the process for providing, acknowledging, and treating such updates in accordance with the Agreement and applicable law.

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

1. Updates Provided

Notifying Party hereby notifies Receiving Party of the following categories of legal updates (check applicable items and provide required detail):

Change of legal name
Change of principal place of business or service address
Change of registered agent or agent for service
Change in authorized signatory or person authorized to act
Merger, acquisition or change in corporate structure
Commencement or settlement of material litigation
Bankruptcy or insolvency proceeding
Other:

2. Effective Date

The effective date for the updates described herein shall be unless otherwise specified in an attachment delivered under Section 3.

3. Supporting Documentation and Attachments

Notifying Party shall deliver, within a commercially reasonable time, certified or otherwise verifiable copies of all documents supporting the updates (including but not limited to certificates of amendment, court filings, filings with governmental authorities, executed resolutions, or executed replacement signature cards). Attached descriptions or documents should be listed below.

4. Review; Acceptance; Effect on Agreement

Receiving Party shall have days from receipt to review the supplied documentation and either accept the updates in writing or notify Notifying Party of specific objections. Acceptance may be by written or electronic notice delivered pursuant to Section 8. Failure to object within the review period shall constitute deemed acceptance for purposes of performance under the Agreement, except where receiving such change would violate applicable law or materially increase Receiving Party's obligations.

5. Confidentiality of Updates

The parties acknowledge that certain updates or supporting documents may contain Confidential Information. Notifying Party represents which materials are to be treated as confidential by marking them as such and providing a brief statement of confidentiality below. Receiving Party shall treat designated materials as confidential and limit disclosure as required under the Agreement or applicable law.

Confidential designation: Yes    If yes, describe scope of confidentiality:

6. Representations and Warranties

Notifying Party represents and warrants that: (a) it is duly authorized to provide the updates and execute any supporting documentation; (b) the information and documents delivered are true, accurate and complete in all material respects as of the date delivered; and (c) there are no undisclosed actions, filings or restrictions that would render the updates ineffective for third parties relying in good faith.

Receiving Party represents and warrants that it will not unreasonably withhold acceptance of an update that complies with the Agreement and applicable law.

7. Indemnification

Notifying Party shall indemnify, defend and hold harmless Receiving Party from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising from any breach of the representations and warranties set forth in Section 6 or from any inaccuracy in the updates or accompanying documentation.

8. Notices

All notices required or permitted under this Form shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as a party may designate in accordance with this Section):

9. Governing Law; Venue

This Form shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of that state for disputes arising under this Form.

10. Entire Agreement; Severability

This Form, together with the Agreement and any executed attachments delivered pursuant to Section 3, constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision of this Form is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in effect and shall be enforced to the fullest extent permitted by law.

11. Amendments; Waiver; Counterparts

No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by duly authorized representatives of both parties. A waiver of any breach shall not operate as a waiver of any other or subsequent breach. This Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

12. Execution and Certification

Each signatory below certifies that he or she is authorized to execute this Form on behalf of the party for which signature is provided, and that the information provided herein is true and accurate to the best of the signatory's knowledge.

Sign Now