Seller's Financial Statement

Seller's Financial Statement and Disclosure Agreement

Parties and Transaction

Seller Name:

Recipient Name:

Transaction/Effective Date:

WHEREAS

WHEREAS, Seller is the owner of the business interests and assets described in this Statement and is requested by Recipient to disclose Seller's financial condition in connection with the contemplated transaction identified above;

WHEREAS, Recipient requires a full, accurate and current statement of Seller's assets, liabilities, income and material contingencies for evaluation and reliance in connection with the transaction; and

WHEREAS, Seller agrees to provide the financial information and certify to its accuracy under the terms and conditions set forth in this Agreement.

Seller Information

Individual Corporation LLC Other

Statement of Financial Condition

Current Assets

Fixed Assets

Liabilities and Contingent Obligations

Income and Cash Flow

Tax, Legal and Other Material Matters

Supporting Documents

The following documents accompany this Statement (check all that apply):

Balance Sheet / Statement of Financial Position
Income Statement / Profit & Loss
Federal and State Tax Returns (most recent 2 years)
Bank Statements (most recent 3 months)
Other (describe below)

Scope of Disclosure

Payment Terms

For the preparation, collection or verification of the financial information set forth herein, the parties agree the following fee arrangement applies:

Term and Termination

This Agreement and the Statement are effective as of: and shall continue until: unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period set forth above. Termination shall not relieve Seller of liability for inaccuracies or omissions in the Statement that occurred prior to termination.

Confidentiality

All non-public information provided by Seller to Recipient in connection with this Statement shall be held in strict confidence by Recipient and shall be used solely for the purpose of evaluating the transaction. Recipient shall not disclose such information to any third party except to its advisors, lenders or affiliates who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those herein. This obligation shall survive termination or completion of the transaction for a period of three (3) years, unless a longer period is required by applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

Entire Agreement; Reliance

This document, together with any attachments and supporting documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Recipient acknowledges that it will rely on the representations and certifications made by Seller in this Statement in deciding whether to proceed with the transaction.

Seller Certification

Seller certifies, under penalty of perjury, that the information provided in this Statement and the accompanying documents is true, correct and complete to the best of Seller’s knowledge as of the date signed below. Seller acknowledges that intentional misrepresentation or omission of material facts may give rise to liability under applicable law.

Seller certifies the foregoing

Acknowledgment of Recipient

Recipient acknowledges receipt of this Statement and the right to verify the information provided. Recipient further acknowledges that Recipient's acceptance of this Statement does not constitute a waiver of any right to further investigation or due diligence.

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