Preliminary Legal Declaration

PRELIMINARY LEGAL DECLARATION

This Preliminary Legal Declaration (the Declaration) is made as of Date: by and between Declarant Name: of Declarant Address: and Recipient Name: of Recipient Address: .

Recitals

WHEREAS, Declarant has information, facts and documents relating to the matters described in this Declaration and intends to set forth certain preliminary facts and representations for the benefit of Recipient in connection with potential further negotiations and documentation; and

WHEREAS, Recipient requires a written statement of the current facts, known limitations and preliminary representations in order to evaluate the subject matter, and the parties recognize that nothing in this Declaration constitutes a final determination of rights or obligations except as expressly set forth herein; and

WHEREAS, the parties intend that this Declaration will serve as an initial, non-final statement of the matters set forth below and that certain provisions herein are intended to govern confidentiality, reliance, and the process for further documentation.

Now Therefore

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

1. Definitions

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

a) "Effective Date" means the date set forth above in the opening paragraph.
b) "Preliminary Facts" means the factual statements and documented matters expressly set forth in Section 2 below.
c) "Confidential Information" means information identified in writing as confidential or which by its nature a reasonable person would understand to be confidential.

2. Declaration of Preliminary Facts

Declarant hereby declares, based on the information presently available to Declarant, the following Preliminary Facts are true and accurate to the best of Declarant's knowledge and belief as of the Effective Date:

2.1 Description of Subject Matter:

2.2 Known Material Facts:

2.3 Documents and Sources:

3. Representations and Warranties

Declarant represents and warrants to Recipient that, to the best of Declarant's knowledge after reasonable inquiry: (a) the Preliminary Facts set forth herein are true and correct in all material respects as of the Effective Date; (b) Declarant has the authority to disclose the Preliminary Facts and to enter into this Declaration; and (c) there are no known facts omitted from this Declaration that would render the Preliminary Facts materially misleading.

4. Limitations on Reliance

4.1 This Declaration is preliminary in nature and is provided solely for the Recipient's initial evaluation. Except as expressly provided in a subsequent definitive written agreement executed by both parties, Recipient shall not rely on this Declaration as a final determination of rights, obligations, or the legal position of any party.

4.2 Recipient acknowledges that additional investigation, verification, and documentation may be necessary and that Declarant makes no guarantee that further inquiry will not modify or supplement the Preliminary Facts.

5. Confidentiality

The parties agree that any Confidential Information contained in or provided with this Declaration shall be held in confidence and used solely for the purpose of evaluating the subject matter. Recipient shall not disclose Confidential Information to any third party except to its employees, advisors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

6. Remedies and Limitation of Liability

Except to the extent of willful misconduct or gross negligence, neither party shall have any liability to the other for incidental, consequential, punitive, or special damages arising from reliance on or use of the Preliminary Facts. Each party's aggregate liability arising out of this Declaration shall be limited to direct damages not to exceed actual documented out-of-pocket costs incurred in connection with the evaluation of the subject matter.

7. Notices

All notices, requests, consents and other communications under this Declaration shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice):

8. Amendments; Waiver; Counterparts

This Declaration may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Declaration shall operate as a waiver of such right. This Declaration may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

9. Governing Law; Jurisdiction

This Declaration shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the county of for resolution of disputes arising out of this Declaration.

10. Entire Agreement; Severability

This Declaration constitutes the entire preliminary written statement between the parties with respect to the subject matter hereof and supersedes all prior oral or written statements relating to such subject matter. If any provision of this Declaration is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

11. Execution; Certification

Each person signing below certifies under penalty of perjury that the facts stated in this Declaration are true and correct to the best of such person's knowledge, information and belief, and that such person is authorized to execute this Declaration on behalf of the party for whom they sign.

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