No Material Changes Declaration Form

NO MATERIAL CHANGES DECLARATION FORM

This No Material Changes Declaration Form (the "Declaration") is made as of by and between Declarant Name: (the "Declarant") and Recipient Name: .

RECITALS

WHEREAS, on or about Declarant provided certain disclosures, statements and documents to Recipient concerning Declarant's affairs, financial condition or other matters identified in the disclosures (the "Prior Disclosure"); and

WHEREAS, Recipient requires a written declaration confirming whether any material changes have occurred since the Prior Disclosure; and

WHEREAS, Declarant desires to confirm that, except as expressly stated in this Declaration, there have been no material changes to the matters disclosed in the Prior Disclosure.

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

1. DECLARATION OF NO MATERIAL CHANGES

Declarant hereby affirms and represents that, as of the Effective Date set forth above, there have been no material changes, events, facts, circumstances, or developments that would materially alter, amend or render inaccurate any representation, warranty or disclosure contained in the Prior Disclosure, except as set forth in Section 2 below. For purposes of this Declaration, a "material change" means any change that would reasonably be expected to affect Recipient's assessment, acceptance, reliance upon or decision-making with respect to the Prior Disclosure.

2. EXCEPTIONS

Declarant discloses the following developments, circumstances or changes that are material and are not covered by the general statement in Section 1. If no material exceptions exist, enter "None" in the field below.

3. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants that: (a) Declarant is authorized to make this Declaration; (b) the statements contained herein are true, complete and correct in all material respects as of the Effective Date; and (c) there are no undisclosed liabilities, proceedings, obligations or conditions that would reasonably be expected to cause a material adverse effect on the matters disclosed in the Prior Disclosure.

4. ONGOING NOTIFICATION OBLIGATION

If any material change occurs after the Effective Date, Declarant shall notify Recipient in writing within calendar days of the occurrence of such change, providing sufficient detail to enable Recipient to evaluate the change. Notification shall not be deemed to cure any prior misrepresentation.

5. RELIANCE; REMEDIES; INDEMNITY

Recipient is entitled to rely upon the truth and completeness of Declarant's statements herein. In the event of any breach of the representations or warranties made herein, Declarant shall indemnify and hold harmless Recipient from and against any losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising out of or relating to such breach. The remedies provided herein are cumulative and in addition to any other remedies available at law or in equity.

6. NOTICES

All notices, requests, consents and other communications required or permitted under this Declaration shall be in writing and delivered to the addresses set forth below by personal delivery, recognized overnight courier, or certified mail (return receipt requested).

7. TERM; CONTINUING EFFECT

This Declaration shall be effective as of the Effective Date and shall continue in full force and effect until such time as Recipient notifies Declarant in writing that no further reliance is required, provided that Declarant's obligations with respect to any breach or indemnity shall survive termination.

8. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Declaration shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. If any provision of this Declaration is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements and representations, whether written or oral.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Declaration may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Declaration 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.

10. ENTITY TYPE

Declarant represents its legal form as indicated below. Check the applicable box (select one).

Individual
Corporation
Partnership
Limited Liability Company
Other:

11. CERTIFICATION

Declarant certifies under penalty of perjury (where applicable) that the statements contained in this Declaration are true, complete and correct to the best of Declarant's knowledge and belief, and that Declarant has the authority to make the statements and execute this Declaration on behalf of the entity identified above.

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