Legal Verification Form

LEGAL VERIFICATION FORM

This Legal Verification Form is executed as of by and between Verifier Name: (the "Verifier"), an entity identified as with principal address ; and Recipient Name: (the "Recipient"), an entity identified as with principal address .

RECITALS

WHEREAS, the Verifier has examined certain records and documents and is prepared to make a formal verification of the authenticity, authority, or completeness of specified documents delivered to the Recipient; and

WHEREAS, the Recipient requires a written verification from the Verifier to rely upon such documents in connection with the Recipient's internal review, transaction, regulatory filing, or other lawful purpose; and

WHEREAS, the parties desire to set forth the scope, assurances, and limitations of such verification in writing.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Verified Documents" means the documents, records, certificates, or instruments described in Section 3 and listed in the Documents Verified field on this Form, which the Verifier has examined and with respect to which the Verifier provides the statements set forth below.

2. SCOPE OF VERIFICATION

2.1 The Verifier shall verify the identity, authority, or authenticity only to the extent expressly described in this Form. The verification is limited to the documents and the time period expressly set forth and does not extend to unrelated documents or matters not expressly identified.

3. REPRESENTATIONS AND CERTIFICATIONS

3.1 The Verifier represents and warrants to the Recipient that to the Verifier's actual knowledge after reasonable inquiry: (a) the Verified Documents are, as of the date of this Form, genuine copies of the original documents; (b) the individuals executing such documents on behalf of any named entity had authority to do so; and (c) there are no known material alterations or omissions in the versions produced to the Recipient.

3.2 The Verifier certifies that the statements contained in this Form are true and correct, and that the Verifier will promptly notify the Recipient if any material fact related to the verification changes prior to reliance by the Recipient.

4. CONFIDENTIALITY

4.1 All information exchanged in connection with this verification shall be treated as confidential by the Recipient and shall not be disclosed except (a) to the extent required by law or valid order of a court or governmental body, or (b) to professional advisors who agree to keep such information confidential. The Recipient shall use no greater degree of care than it employs to protect its own confidential information.

5. LIMITATION OF LIABILITY

5.1 The Verifier's responsibility under this Form is limited to the acts expressly set forth herein. Except for willful misconduct or gross negligence, the Verifier shall not be liable for special, incidental, consequential, punitive, or indirect damages arising from reliance on the Verified Documents.

6. NOTICES

6.1 All notices, requests, consents, and other communications required or permitted under this Form shall be in writing and delivered to the addresses set forth below or such other address as either party may specify in writing.

7. AMENDMENTS, WAIVER, COUNTERPARTS

7.1 No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. Failure to enforce any right shall not constitute a waiver of that or any other right. This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

8.1 Governing Law: This Form shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles.

8.2 Entire Agreement: This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral.

8.3 Severability: If any provision of this Form is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

9. ADDITIONAL ACKNOWLEDGMENTS

9.1 The parties acknowledge that the Recipient may rely on the verification provided and that the Verifier has not assumed any duty other than as expressly set forth in this Form. The parties further acknowledge that reliance by third parties is permitted only to the extent expressly agreed in writing by the Verifier.

ACKNOWLEDGMENT

The undersigned each represent and warrant that they are authorized to execute this Form on behalf of the party for which they sign, that the facts set forth herein are true and correct to the best of their knowledge, and that they understand the limitations and liabilities set forth herein.

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