Legal Acceptance Declaration

LEGAL ACCEPTANCE DECLARATION

This Legal Acceptance Declaration (the Declaration) is made and entered into as of by and between with a principal place of business at ("Party A"), and with a principal place of business at ("Party B").

RECITALS

WHEREAS, Party A and Party B are parties to that certain agreement identified as (the Agreement); and

WHEREAS, the undersigned Declarant (Declarant means the party identified below as Declarant) has received and reviewed the documents, notices, and conditions described in this Declaration and acknowledges and accepts all applicable rights, obligations and liabilities set forth in the Agreement and related documents; and

WHEREAS, the parties desire to reduce to writing certain acknowledgements and procedures for acceptance, notice, and performance.

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

1. DEFINITIONS

For purposes of this Declaration, capitalized terms not otherwise defined shall have the meanings ascribed to them in the Agreement. Additional defined terms used in this Declaration include:

"Declarant" means the party who signs below as Declarant and thereby affirms the acceptance described in Section 2. "Effective Date" means the date set forth in the introductory paragraph of this Declaration.

2. DECLARATION OF ACCEPTANCE

The Declarant hereby expressly accepts and acknowledges the terms, conditions, obligations and liabilities described in the Agreement and the documents referenced therein, including without limitation any duties to perform, deliver, cure defaults, or make payments. Declarant understands and agrees that this acceptance constitutes a binding acknowledgement of the matters set forth herein and is intended to be relied upon by the other party.

Declarant specifically acknowledges receipt of the following items and thereby accepts them as of the Effective Date:

3. REPRESENTATIONS AND WARRANTIES

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 corporate or other power and authority to enter into and perform this Declaration and to carry out the transactions contemplated hereby; and (c) the execution, delivery and performance of this Declaration by such party has been duly authorized by all necessary corporate or other action.

4. COVENANTS

Declarant covenants to perform all obligations described in the Agreement and the Accepted Documents in accordance with their respective terms. Declarant shall promptly notify the other party in writing of any event or condition that reasonably could give rise to a material breach of any obligation accepted herein.

5. INDEMNIFICATION

Declarant shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Declarant's breach of this Declaration or any representations, warranties or covenants made herein.

6. CONFIDENTIALITY

Unless otherwise required by law, the parties agree to keep the terms of this Declaration and any non-public information exchanged in connection with the Acceptance confidential and not to disclose such information to any third party except as required to perform obligations hereunder or as required by law, provided that the disclosing party shall use commercially reasonable efforts to provide prior notice to the other party.

7. REMEDIES; LIMITATION

The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Declaration and each party shall be entitled to seek specific performance and injunctive relief in addition to any other remedies available at law or in equity. No party shall be liable for consequential or punitive damages except to the extent such damages arise from willful misconduct or fraud.

8. NOTICES

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

9. GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties as the governing law: without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT

This Declaration, together with the Agreement and the Accepted Documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral, relating thereto.

11. SEVERABILITY

If any provision of this Declaration is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remainder of this Declaration shall remain in full force and effect to the fullest extent permitted by law.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Declaration shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay in exercising any right shall operate as a waiver. This Declaration 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.

13. ACKNOWLEDGMENT

The undersigned each certify that they are authorized to execute this Declaration on behalf of the party for which they sign and that by executing below they accept and agree to be bound by the terms of this Declaration.

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