Precontract Legal Information

PRECONTRACT LEGAL INFORMATION

This Precontract Legal Information is provided as of by and between Client Name: (Client), Entity Type: Individual Corporation LLC Other, Contact Person: , Email/Phone: ; and Counterparty Name: (Counterparty), Entity Type: Individual Corporation LLC Other, Contact Person: , Email/Phone: .

RECITALS

WHEREAS, Client has expressed interest in engaging Counterparty to provide certain goods or services described as: ; and

WHEREAS, the parties intend to use this Precontract Legal Information to record material precontract representations, disclosures and conditions that will guide negotiation of a definitive agreement regarding the proposed engagement with an estimated contract value of ; and

WHEREAS, the parties desire to record certain confidentiality, exclusivity and procedural provisions applicable during negotiation and due diligence.

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

1. DEFINITIONS

For purposes of this Precontract Legal Information, the following definitions apply: "Confidential Information" means all non-public information disclosed in any form by either party in connection with discussions and due diligence, including financials, business plans, intellectual property, customer lists and technical data. "Effective Date" means the date set forth above in the opening paragraph.

2. REPRESENTATIONS AND WARRANTIES

2.1 Client represents and warrants that: (a) it has the corporate or legal authority to enter into negotiations and provide the information set forth herein; (b) it is not subject to any order, judgment or agreement that would reasonably prevent performance of the proposed transaction; and (c) to the best of its knowledge, there are no pending material legal proceedings that would impair performance. Any exceptions are disclosed in the Disclosure Statement below.

2.2 Counterparty represents and warrants that: (a) it possesses the requisite authority to negotiate and, if applicable, to execute a definitive agreement; (b) it will notify Client promptly of any material change in circumstances; and (c) it is not aware of any conflicts that would prevent it from performing under the contemplated agreement, except as disclosed below.

3. PRECONTRACT DISCLOSURES

Each party shall disclose in good faith all material facts, liabilities, pending litigation, regulatory matters, indebtedness and third‑party agreements that could materially affect the proposed engagement. Disclosures required from Client:

Disclosures required from Counterparty:

4. CONFIDENTIALITY

All information disclosed by either party in connection with the proposed transaction shall be treated as Confidential Information and shall not be disclosed to any third party except as required by law or with the disclosing party's prior written consent. The receiving party shall use Confidential Information solely for the purpose of evaluating and negotiating the proposed agreement and shall take reasonable measures to protect confidentiality consistent with its obligations to protect its own confidential materials.

Confidentiality Term (select): 12 months 24 months Perpetual

5. EXCLUSIVITY / NO-SHOP

The parties agree that during the exclusivity period the Client shall not solicit or negotiate with third parties regarding materially similar transactions. Exclusivity period begins on and ends on , unless otherwise mutually agreed in writing.

Exclusivity applies: Yes No

6. DUE DILIGENCE AND ACCESS

Each party shall provide timely access to personnel, records and facilities reasonably necessary for due diligence. Requests for information shall be directed to the contact persons identified in the opening paragraph. Requested materials remain the property of the producing party and shall be returned or destroyed upon written request.

7. FEES, EXPENSES AND GOOD FAITH

Unless otherwise agreed in writing, each party shall bear its own expenses incurred in connection with negotiation and due diligence. Any break fee, retainer or transaction-related fee must be documented in a separate written agreement signed by both parties.

8. CONDITIONS PRECEDENT

The obligations of either party to proceed with a definitive agreement are subject to conditions precedent, including but not limited to: satisfactory completion of due diligence, execution of a definitive agreement, receipt of required consents and approvals, and absence of material adverse change. Specific conditions:

9. INDEMNITY AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from any third-party claims arising from its breach of representations set forth herein or from gross negligence or willful misconduct. Except for liability arising from willful misconduct or fraud, neither party shall be liable to the other for consequential, incidental or punitive damages in connection with precontract activities.

10. NOTICES

Notices to Client

Notices to Counterparty

Notices shall be deemed delivered upon receipt if delivered in person, upon confirmation of receipt if sent by certified mail, or upon successful transmission if sent by electronic mail to the contact addresses provided, unless a different method is specified in a subsequently executed writing.

11. GENERAL PROVISIONS

Governing Law: This Precontract Legal Information shall be governed by and construed in accordance with the laws mutually agreed by the parties. Governing jurisdiction: .

Entire Agreement: This document constitutes the entire precontract understanding between the parties regarding the subjects described herein and supersedes all prior oral or written communications on those matters.

Severability: If any provision of this Precontract Legal Information is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Amendments and Waiver: No amendment or waiver of any provision shall be effective unless in writing and signed by both parties. No failure or delay in exercising any right shall operate as a waiver.

Counterparts: This Precontract Legal Information may be executed in counterparts, each of which constitutes an original and together constitute one instrument.

12. CERTIFICATION

Each signatory below certifies that the information provided in this Precontract Legal Information is true, complete and accurate to the best of their knowledge and that they are authorized to provide the information and to negotiate on behalf of the party they represent.

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