Allocation Document

ALLOCATION DOCUMENT

Parties and Recitals

Allocator Name:    Recipient Name:

WHEREAS, Allocator is the lawful holder, manager or administrator of certain assets, funds, interests or obligations identified below, and has authority to make allocations among parties in accordance with the terms of this Allocation Document; and

WHEREAS, Recipient desires to receive a specified allocation of the assets, funds or interests described herein, and Allocator and Recipient (each a Party and together the Parties) desire to set forth the allocation, payment and administrative terms governing such allocation.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows.

Scope of Allocation

Allocation Schedule

The specific allocations shall be made in accordance with the following itemized schedule. Amounts may be allocated in currency, units, percentage interest, or other measure as specified below.

Payment Terms

Total Allocable Amount:

Late Payment Fee (if applicable):

All payments required under this Allocation Document shall be made in cleared funds to the account designated by the Beneficiary. Parties acknowledge and agree that failure to make payments as scheduled may result in recalculation of allocations, withholding, or set-off as provided in this document.

Term and Termination

Effective Date:    Termination Date:

Either Party may terminate this Allocation Document for convenience upon days' prior written notice to the other Party. Termination shall not affect allocations that have been finally determined and paid prior to the termination effective date, except as expressly set forth herein.

Termination for Cause: In the event of a material breach, the non-breaching Party may terminate upon written notice if the breaching Party fails to cure the breach within days after receipt of notice specifying the breach.

Confidentiality

Each Party shall treat as confidential and shall not disclose to any third party any non-public information received from the other Party in connection with this Allocation Document, including allocation schedules, financial data, account details and business terms (Confidential Information), except as required by law or to professional advisors who are bound by confidentiality obligations. Confidential Information shall not include information that is or becomes publicly available other than by breach of this provision.

Upon termination or expiration of this Allocation Document, each Party shall promptly return or certify destruction of the other Party's Confidential Information, except to the extent such retention is required by applicable law or internal record retention policies.

Representations and Warranties

Each Party represents and warrants that it has full power and authority to enter into and perform its obligations under this Allocation Document, that the execution and performance will not violate any applicable law or agreement, and that such Party will act in good faith to effectuate the allocations described herein.

Indemnification

Each Party shall indemnify and hold harmless the other Party from and against any losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from that Party's breach of this Allocation Document, willful misconduct or gross negligence in connection with the allocations.

Governing Law; Dispute Resolution

This Allocation Document 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 shall attempt in good faith to resolve any dispute arising out of or relating to this Allocation Document through negotiation between senior representatives. If the Parties cannot resolve the dispute within thirty (30) days, either Party may pursue any available legal or equitable remedy.

Entire Agreement; Amendments

This Allocation Document constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, understandings and agreements, whether written or oral. Any amendment or modification must be in a writing signed by duly authorized representatives of both Parties.

Notices

Notices shall be in writing and delivered by hand, certified mail, overnight courier, or other method that provides proof of delivery, to the addresses set forth above unless a Party provides written notice of a different address in accordance with this section.

Miscellaneous

If any provision of this Allocation Document is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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