Interparty Consent Agreement

INTERPARTY CONSENT AGREEMENT

This Interparty Consent Agreement (the Agreement) is made and entered into as of by and among Party A: and Party B: (collectively, the Parties).

WHEREAS

WHEREAS, the Parties are parties to certain agreements, arrangements, or transactions described as: (Underlying Transaction); and

WHEREAS, the Parties desire to set forth their mutual consents, approvals and covenants with respect to the Underlying Transaction, and to define the scope of any third-party rights or obligations arising therefrom.

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

1. Scope of Work

The Parties agree that the consent granted by each Party under this Agreement is limited to the specific acts and obligations expressly set forth in the Scope of Work above and does not expand or alter any other rights or obligations under the Underlying Transaction except as expressly provided herein.

2. Payment Terms

Any undisputed amount not paid when due shall bear interest at the lesser of (i) % per month, or (ii) the maximum rate permitted by applicable law. In addition, a late fee of may be charged for administrative costs associated with collection.

3. Term and Termination

This Agreement shall commence on the Start Date: and shall continue in effect until the End Date: , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Termination shall not relieve either Party of obligations accrued prior to the effective date of termination, including payment obligations and any indemnification or confidentiality obligations that by their nature survive termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" shall mean any non-public information disclosed by one Party to the other Party, whether written, oral or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was lawfully known to the receiving Party prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving Party.

Each Party shall: (i) use Confidential Information solely for the performance of its obligations under this Agreement; (ii) take reasonable measures to protect the confidentiality of the other Party's Confidential Information; and (iii) not disclose Confidential Information to any third party except to its employees, affiliates, agents or advisors on a need-to-know basis, provided such persons are bound by confidentiality obligations no less protective than those set forth herein.

5. Representations and Warranties; Covenants

Each Party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement and that the execution, delivery and performance of this Agreement will not violate any agreement or law applicable to such Party. Each Party covenants to perform in good faith and to provide timely decisions and approvals where required under the Scope of Work.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

7. Assignment and Delegation

Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that a Party may assign this Agreement in its entirety to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee agrees in writing to assume the assigning Party's obligations hereunder.

8. Entire Agreement; Amendment

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless executed in writing by authorized representatives of both Parties.

9. Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by written notice to the other Party in accordance with this Section. Notices shall be deemed given upon personal delivery, or three (3) days after deposit with an internationally recognized overnight courier, or three (3) days after mailing by certified mail, return receipt requested.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. The failure of either Party to enforce any rights under this Agreement shall not be deemed a waiver of such rights. 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.

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