Contract Contingency Agreement

CONTRACT CONTINGENCY AGREEMENT

This Contract Contingency Agreement ("Agreement") is made and entered into as of by and between , with principal place of business at (hereinafter "Contingent Party A"), and , with principal place of business at (hereinafter "Counterparty B").

RECITALS

WHEREAS, Contingent Party A and Counterparty B have negotiated the terms of a proposed contractual arrangement concerning (the "Proposed Contract") dated .

WHEREAS, the effectiveness of the Proposed Contract is expressly conditioned upon the satisfaction of certain contingencies and the completion of specified conditions precedent as set forth herein; and

WHEREAS, the parties desire to record their agreement concerning the contingencies, the obligations of each party pending satisfaction, and the remedies available in the event contingencies are not satisfied.

NOW, THEREFORE

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires:

(a) "Contingency" means the event or condition described as: and more fully set forth in Section 2 below.

(b) "Conditions Precedent" means the matters identified in Section 3 that must be fulfilled or waived prior to the effectiveness of the Proposed Contract.

2. CONTINGENCY

The parties agree that the Proposed Contract shall be contingent upon the following event(s) and outcome(s): The deadline for satisfaction or waiver of the Contingency shall be (the "Contingency Deadline").

3. CONDITIONS PRECEDENT

The following conditions precedent must be satisfied or waived in writing by the party entitled to such waiver before the Proposed Contract may become effective:

3.1 Required Items:

4. OBLIGATIONS OF THE PARTIES PENDING SATISFACTION

4.1 General Duty of Cooperation. Each party shall act in good faith and reasonably cooperate with the other to facilitate satisfaction of the Contingency and the Conditions Precedent, including providing requested documentation and access to personnel.

4.2 Specific Obligations of Contingent Party A:

4.3 Specific Obligations of Counterparty B:

5. NOTICE OF SATISFACTION OR WAIVER

5.1 Elective Notice. A party electing to declare the Contingency satisfied or waived shall provide written notice to the other party in accordance with Section 12 (Notices). Such notice shall specify the basis for satisfaction or waiver and be signed by an authorized representative.

5.2 Failure to Deliver Notice. Failure to deliver timely written notice of satisfaction or waiver shall operate as a denial of satisfaction unless otherwise mutually agreed in writing.

6. EXTENSION, TERMINATION AND REMEDIES

6.1 Extension. The parties may extend the Contingency Deadline by written agreement executed by authorized representatives of both parties. Any extension must be signed and delivered in accordance with Section 12.

6.2 Termination. If the Contingency is not satisfied and not waived by the Contingency Deadline (or any agreed extension), either party may terminate the Proposed Contract by delivering written notice to the other party. Upon termination under this Section, the parties shall be relieved of further obligations under the Proposed Contract, except for liabilities accruing prior to termination and those obligations that expressly survive termination.

6.3 Remedies. The parties' remedies for failure to satisfy or waive the Contingency shall include specific performance where appropriate and equitable relief; provided, however, that each party's recovery of damages shall be limited as agreed in writing and, if applicable, to liquidated damages in the amount: .

7. INDEMNIFICATION

Each party (an "Indemnifying Party") shall indemnify, defend and hold harmless the other party (an "Indemnified Party") from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, willful misconduct, or negligent performance of its obligations hereunder, except to the extent such losses are caused by the Indemnified Party's own negligence or willful misconduct.

Scope of indemnity:

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; and (c) the execution and delivery of this Agreement by such party has been duly authorized.

8.2 Additional Representations of Contingent Party A:

8.3 Additional Representations of Counterparty B:

9. CONFIDENTIALITY

Except as required by law or as necessary to enforce this Agreement, each party shall keep confidential all non-public information disclosed by the other party in connection with the Contingency and shall not disclose such information to any third party without prior written consent.

10. LIMITATION OF LIABILITY

Except for claims arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party for any claim shall not exceed the amounts actually paid or payable under the Proposed Contract, unless otherwise agreed in writing.

11. INSURANCE

Each party shall maintain at its own expense insurance coverage appropriate to its obligations under this Agreement and the Proposed Contract. Proof of insurance shall be provided upon request.

12. NOTICES

All notices, consents, waivers and other communications required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below (or to such other address as a party may designate by notice):

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No delay or failure to exercise any right shall operate as a waiver, and no single or partial exercise shall preclude other or further exercise. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; VENUE

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

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or 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, negotiations and discussions, whether oral or written. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall continue in full force and effect.

16. MISCELLANEOUS

16.1 Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a change of control, merger or sale of substantially all of its assets, provided written notice is given.

16.2 Costs and Fees. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

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