Licensee Status Disclosure Form

LICENSEE STATUS DISCLOSURE FORM

This Licensee Status Disclosure Form (the "Form") is made as of Effective Date: by and between Licensor Name: , a(n) (Licensor), and Licensee Name: , a(n) (Licensee).

RECITALS

WHEREAS, Licensor and Licensee are parties to one or more agreements pursuant to which Licensee may provide services, products or operate under Licensor's authority; and

WHEREAS, Licensor requires ongoing disclosure of the Licensee's licensing status, regulatory actions, and other matters that could materially affect Licensee's ability to perform under existing or future agreements; and

WHEREAS, Licensee agrees to provide the representations, disclosures and continuing notifications set forth herein.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Form, the following terms shall have the meanings set forth below:

"License" means any professional, occupational, business or regulatory license, permit, registration or authorization issued by a governmental or quasi-governmental authority that is necessary for Licensee to perform its obligations under any agreement with Licensor.

"Reportable Event" means (a) suspension, revocation, relinquishment, non-renewal, limitation, or surrender of any License; (b) civil or criminal enforcement action or disciplinary proceeding by any Regulatory Authority; (c) indictment, conviction or plea of guilty or no contest to any criminal offense related to professional conduct or business practices; (d) material bankruptcy or insolvency filing; or (e) any other event reasonably likely to materially impair Licensee's ability to perform under agreements with Licensor.

2. LICENSEE REPRESENTATIONS AND DISCLOSURES

Licensee represents and warrants as of the Effective Date that the following information is true and complete:

3. CONTINUING DUTY TO DISCLOSE

Licensee covenants and agrees that it shall provide written notice to Licensor of the occurrence of any Reportable Event within ten (10) business days of Licensee's actual knowledge of such event. Notice shall include a written description of the event, the date of occurrence, the Regulatory Authority involved, any file or docket numbers, and the current status or disposition.

4. CONFIDENTIALITY

The parties agree that information disclosed pursuant to this Form shall be held in confidence and used solely for purposes related to Licensor's evaluation and administration of its relationships with Licensee; provided, however, that confidentiality shall not restrict disclosure required by law, court order, governmental investigation, or as reasonably necessary to enforce rights under any agreement between the parties.

5. REMEDIES

In the event Licensee fails to timely disclose a Reportable Event or makes a materially false representation in this Form, Licensor shall be entitled to pursue any and all remedies available at law or in equity, including but not limited to termination of any license or agreement, injunctive relief, and recovery of damages and costs, including reasonable attorneys' fees.

6. NOTICES

All notices, requests, demands and other communications required or permitted under this Form shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by written notice to the other.

7. MISCELLANEOUS

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

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

Severability: If any provision of this Form is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

Amendment; Waiver: No amendment, modification or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Counterparts: 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 provided by electronic means shall be binding.

8. CERTIFICATION

By signing below, Licensee certifies under penalty of perjury that the statements made in this Form are true, correct and complete to the best of Licensee's knowledge and that Licensee understands its continuing obligation to disclose Reportable Events as required herein.

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