Contract Conditions Agreement

CONTRACT CONDITIONS AGREEMENT

This Contract Conditions Agreement (the "Agreement") is made and entered into as of Month Day Year by and between Contracting Party: , with principal place of business at , a Corporation LLC Individual, and Counterparty: , with principal place of business at , a Corporation LLC Individual.

RECITALS

WHEREAS, the parties have negotiated a primary contract for certain services or transactions (the "Primary Contract") and desire to set forth the specific conditions precedent, performance milestones, and administrative requirements that shall govern the effectiveness and continued operation of the Primary Contract;

WHEREAS, the parties wish to allocate responsibility for satisfaction of those conditions, to set deadlines for cure and verification, and to provide for remedies in the event conditions are not met;

WHEREAS, the parties intend that this Agreement define condition thresholds that must be satisfied prior to the Primary Contract becoming binding or prior to specified phases of performance commencing;

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

1. DEFINITIONS

1.1 "Conditions" means the specific acts, approvals, documents, consents, payments, or other events identified in this Agreement that must be completed or obtained as a prerequisite to the effectiveness or certain obligations of the Primary Contract.

1.2 "Effective Date" means the date on which all Conditions identified in Section 2 have been satisfied or waived in accordance with Section 3.

2. CONDITIONS PRECEDENT

The parties agree that the following Conditions must be satisfied prior to the Effective Date or prior to commencement of the phase of performance identified next to each Condition. Each Condition shall be performed or delivered in accordance with the applicable deadline set forth below.

Month Day Year

Month Day Year

3. SATISFACTION, VERIFICATION, AND WAIVER

3.1 Each party covenant to use commercially reasonable efforts to cause its respective Conditions to be satisfied by the specified deadlines. A Condition is satisfied when the required act or delivery is completed and written notice of satisfaction is delivered to the other party in accordance with Section 9.

3.2 Any party entitled to rely on a Condition may provide written waiver of that Condition, in whole or in part. Such waiver shall be effective only if executed by the waiving party in writing and delivered to the other party.

4. CURE PERIODS AND REMEDIES

4.1 If a Condition is not satisfied by its deadline, the defaulting party shall have a cure period of days following written notice to cure such default. If the default is not cured within the cure period, the non-defaulting party may elect to suspend performance, terminate the Primary Contract, or pursue any remedy available at law or in equity.

4.2 The availability of remedies under this Section is cumulative and does not preclude pursuit of other remedies specified in the Primary Contract.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by such party have been duly authorized by all necessary corporate or other action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

5.2 No representation or warranty contained in this Section shall survive any termination of this Agreement beyond the period necessary to pursue remedies for breach arising prior to such termination.

6. INDEMNIFICATION

6.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (collectively, "Indemnitees") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of any representation, warranty, covenant or Condition set forth in this Agreement.

7. LIMITATION OF LIABILITY

7.1 Except for liability arising from fraud, willful misconduct, or obligations under Section 6 (Indemnification), neither party shall be liable to the other for consequential, incidental, special, or punitive damages, even if advised of the possibility of such damages. The aggregate liability of either party under this Agreement shall not exceed the total amount paid or payable by the party to the other under the Primary Contract for the twelve (12) months preceding the claim, unless otherwise expressly set forth in writing.

8. NOTICES

8.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this Section.

9. AMENDMENTS; WAIVER

9.1 No amendment, modification or supplement to this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.

9.2 Waiver by either party of any breach or default shall not be deemed a waiver of any subsequent breach or default. The failure to enforce any provision of this Agreement shall not constitute a waiver of that provision.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the State selected by the parties without regard to conflict of laws principles. The parties agree that any dispute arising under this Agreement shall be resolved in the state or federal courts located within that State, and each party consents to the exclusive jurisdiction and venue of such courts.

11. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

11.1 This Agreement, together with any schedules or exhibits hereto and the Primary Contract as referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral.

11.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and shall be interpreted so as to best effectuate the intent of the parties.

11.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding for all purposes.

12. MISCELLANEOUS

12.1 The parties acknowledge that time is of the essence with respect to all deadlines set forth in this Agreement. Any extension of time must be agreed in writing.

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