Miscellaneous Initial Disclosures

MISCELLANEOUS INITIAL DISCLOSURES

Parties

Client Name:

Recipient Name:

Recitals (Whereas)

WHEREAS, Client provides certain business information, documents, and other materials described herein and wishes to disclose such materials to Recipient for the limited purpose of evaluating, negotiating, or performing the services described below; and

WHEREAS, Recipient requires certain initial disclosures from Client to commence the engagement and agrees to maintain the confidentiality of disclosed materials as set forth in this instrument; and

WHEREAS, the parties intend that these initial disclosures establish the scope, timing, and procedural obligations applicable to the exchange of documents and information prior to any separate, definitive agreement;

Scope of Disclosures

Scope: Client shall provide initial disclosures consisting of documents, data, and written statements reasonably necessary for Recipient to evaluate and perform the services described below. Disclosures shall be limited to materials relevant to the stated purpose and shall exclude privileged communications unless expressly waived in writing.

Initial Disclosure Categories

Check each category included in these initial disclosures:

Financial statements and accounting records

Material contracts and agreements

Intellectual property assignments and registrations

Litigation history and notices of claim

List of affiliated entities and ownership information

Delivery and Timing

Client shall deliver the initial disclosures to Recipient within days of the Effective Date. Delivery shall be made by the method(s) selected below.

Email to:

Certified or registered mail to:

Hand delivery or courier

Payment Terms

As consideration for Recipient's time and processing of initial disclosures, Client shall pay Recipient the fees set forth below. Fees are non-refundable except as otherwise agreed in writing.

Failure to timely pay fees shall permit Recipient to suspend further review of disclosures and to seek remedies including recovery of collection costs and reasonable attorneys' fees, to the extent permitted by law.

Term and Termination

This disclosure arrangement commences on the Effective Date set forth below and continues until the earlier of the End Date set forth below or termination in accordance with this section.

Effective Date:      End Date:

Either party may terminate this arrangement for convenience upon written notice delivered not less than days prior to termination. Termination shall not relieve obligations that accrued prior to the effective date of termination, including payment obligations and confidentiality duties.

Confidentiality

Recipient shall maintain all disclosed information in strict confidence and shall not disclose such information to third parties except (a) to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; (b) as required by applicable law or valid legal process, provided Recipient gives Client prompt written notice to permit Client to seek a protective order; or (c) to the extent such information is or becomes publicly available other than through breach of this Agreement.

Recipient shall use at least the same degree of care to protect Client's confidential information as it uses to protect its own confidential information, but in no event less than reasonable care. Breach of confidentiality shall entitle Client to injunctive relief in addition to any other remedies at law or in equity.

Representations, Warranties and Disclaimers

Client represents and warrants that it has the authority to disclose the materials provided and that, to Client's knowledge, disclosure of such materials does not violate any contractual obligation or applicable law. Except as expressly provided in this Agreement, disclosures are provided "as is" and Recipient makes no additional warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Any dispute arising under or in connection with this Agreement shall be resolved by the courts located in the county in which the specified governing state maintains its principal courthouse, and the parties submit to the exclusive jurisdiction of such courts.

Entire Agreement; Amendment

This document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements. Any amendment or waiver must be in writing and signed by both parties.

Acknowledgment and Certification

By signing below, each party certifies that the information provided in the initial disclosures is true and complete to the best of that party's knowledge, that the party has the authority to execute this document, and that the party agrees to be bound by the terms set forth herein.

Additional remarks or limitations regarding disclosure:

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