Counter Signature Legal Document

COUNTER SIGNATURE LEGAL DOCUMENT

This Counter Signature Legal Document (the "Agreement") is entered into as of Effective Date: , by and between First Party Name: a Corporation Limited Liability Company Individual, with principal place of business at and Second Party Name: a Corporation Limited Liability Company Individual, with principal place of business at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Parties entered into a written agreement described as: dated , (the "Original Agreement");

WHEREAS, the Parties desire to document that the Original Agreement and any attached amendments, exhibits, or addenda referenced herein are accepted and ratified by the Party executing this Agreement by counter-signature; and

WHEREAS, this Agreement confirms the limited, express effect of counter-signature and the Parties' respective representations of authority and intent to be bound in accordance with the terms provided below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, capitalized terms not otherwise defined have the meaning ascribed to them in the Original Agreement. "Counter-Signing Party" means the Party whose execution of this Agreement constitutes a counter-signature as indicated in the signature block.

2. COUNTER-SIGNATURE; SCOPE

The Counter-Signing Party, by executing this Agreement, acknowledges and agrees that the Original Agreement (including any attached exhibits and amendments expressly listed below) is hereby accepted and ratified to the extent expressly stated in this Agreement. The documents to which this counter-signature pertains are:

The counter-signature is limited to acceptance of the terms of the Original Agreement as written and does not by implication or operation of law constitute a waiver, amendment, or novation of any provision of the Original Agreement except as expressly set forth in a written amendment executed by authorized representatives of both Parties.

3. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that (a) it has full corporate or individual power and authority to enter into and perform this Agreement, (b) the execution, delivery, and performance of this Agreement has been duly authorized by all necessary action, and (c) when executed by the Parties, this Agreement will constitute a legal, valid and binding obligation enforceable against such Party in accordance with its terms.

4. EFFECT OF COUNTER-SIGNATURE

Unless otherwise agreed in writing, the counter-signature shall operate solely to manifest acceptance of the Original Agreement by the Counter-Signing Party and shall not enlarge, reduce, or otherwise alter any rights or obligations of the other Party unless expressly set forth here. No course of dealing, usage of trade, or failure to object shall modify the terms of the Original Agreement.

5. NOTICES

All notices or communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section. Notice shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered.

6. AMENDMENTS; WAIVER

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Parties. The failure of either Party to require performance of any provision of this Agreement shall not affect that Party's right to enforce such provision at a later time.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of any disputes arising under or in connection with this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with the Original Agreement and any documents expressly incorporated herein by reference, 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.

9. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties to the fullest extent permitted by law.

10. COUNTERPARTS; ELECTRONIC SIGNATURES

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 intended to authenticate this Agreement shall be considered original signatures for all purposes.

11. AUTHORITY TO SIGN

Each individual executing this Agreement on behalf of a Party represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such Party and to bind such Party to the terms hereof.

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