Retractions Letter of Disclosure

RETRACTIONS LETTER OF DISCLOSURE

This Retractions Letter of Disclosure (the "Letter") is entered into effective as of by and between ("Discloser") and ("Recipient").

WHEREAS

WHEREAS, on or about Discloser made certain statements, representations or disclosures to Recipient concerning (the "Original Disclosure");

WHEREAS, Discloser now desires to retract, correct and fully disclose material facts and to remedy any harm arising from the Original Disclosure, and Recipient requires written retraction and disclosure terms to document the parties' agreement.

WHEREAS, the parties desire to set forth the terms and conditions under which Discloser will retract and disclose specified information and the consideration and protections associated therewith.

RETRACTION AND DISCLOSURE

Discloser hereby retracts the following portion(s) of the Original Disclosure and provides the corrective disclosure set forth below. The retraction shall be published, transmitted or delivered in the manner and within the timeframe set forth in this Letter.

SCOPE OF WORK

Discloser shall perform the corrective actions and disclosures described below in full and in good faith. The parties agree that performance shall include preparation, delivery, publication (if applicable), and any corrective communications reasonably necessary to effect the retraction.

PAYMENT TERMS

In consideration for the retraction and corrective actions, Recipient shall pay Discloser or the designated payee the amounts and on the schedule set forth below. Payment obligations are independent of any other remedies.

If any scheduled payment is not received within days after its due date, the outstanding amount shall accrue a late fee of until paid in full.

TERM AND TERMINATION

This Letter shall commence on the Effective Date and shall continue until the completion of the corrective actions described in the Scope of Work or until , whichever occurs first.

Either party may terminate this Letter for material breach if the breaching party fails to cure such breach within days after receipt of written notice of such breach.

CONFIDENTIALITY

Except as required by law or as necessary to effectuate the corrective disclosure described herein, the parties shall keep the terms, amounts, and nonpublic information exchanged under this Letter confidential. Each party shall use commercially reasonable efforts to prevent unauthorized disclosure and shall limit dissemination to those employees, agents or advisors with a need to know who are bound by confidentiality obligations at least as protective as those set forth herein.

Notwithstanding the foregoing, Recipient may disclose the fact of this Letter and the corrective disclosure to its legal counsel, insurers, or regulators to the extent required, provided Recipient gives Discloser prompt written notice of any compelled disclosure and cooperates with Discloser in seeking protective measures.

GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Letter.

ENTIRE AGREEMENT

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written, regarding the Original Disclosure and the corrective actions set forth herein. Any amendment or modification shall be in writing and signed by both parties.

REPRESENTATIONS AND WARRANTIES; CERTIFICATION

Each party represents and warrants that it has full authority to enter into this Letter and that the individual executing this Letter on its behalf has been duly authorized. Discloser certifies that to the best of its knowledge the corrective disclosure set forth in this Letter is complete and not misleading in any material respect.

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