Legal Accord to Sign Agreement

LEGAL ACCORD TO SIGN AGREEMENT

This Legal Accord to Sign Agreement (the "Agreement") is made as of the day of , by and between Party A Name: with principal place of business at (hereinafter "Party A"), and Party B Name: with principal place of business at (hereinafter "Party B").

RECITALS

WHEREAS, Party A and Party B have negotiated certain documents and instruments described herein that require formal execution and delivery in order to effectuate the parties' agreed transactions; and

WHEREAS, the parties desire to set forth their mutual obligations to execute, deliver and take such further actions as are necessary to effectuate the execution of those documents within defined timeframes and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the mechanics, authority, consideration and remedies related to the signing and delivery of the Covered Documents.

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

1. DEFINITIONS

1.1 "Covered Documents" means the documents, instruments, and ancillary papers to be executed and delivered by the parties as described in the schedule below and in the Documents Description field. The parties shall identify the Covered Documents by description or title in the Documents Description field provided in this Agreement.

2. AGREEMENT TO EXECUTE AND DELIVER

2.1 Each party hereby agrees, subject to the terms and conditions of this Agreement, to execute, acknowledge and deliver the Covered Documents promptly and in the form reasonably approved by the other party.

2.2 Execution Deadline: The parties shall execute and deliver all Covered Documents no later than unless an alternate date is mutually agreed in writing.

3. CONSIDERATION

3.1 In consideration for the mutual promises herein, the parties acknowledge receipt of good and valuable consideration, including the mutual covenants to execute and deliver the Covered Documents. If monetary consideration is required, the parties agree as follows.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants to the other that: (a) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement will not violate any law, contract or obligation by which it is bound; and (c) the person(s) executing this Agreement on its behalf are duly authorized to do so.

4.2 Authority Confirmation: Party A has authority Party B has authority

5. CONFIDENTIALITY

5.1 Each party agrees that all non-public information exchanged in connection with the negotiation and execution of the Covered Documents constitutes Confidential Information. The recipient shall not disclose such Confidential Information except as required by law or with prior written consent from the disclosing party.

6. INDEMNIFICATION

6.1 Each party shall indemnify, defend and hold harmless the other and its officers, directors, agents and employees from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of any breach of a representation, warranty, covenant or obligation under this Agreement.

7. CONDITIONS PRECEDENT

7.1 The obligations of each party under this Agreement are subject to the satisfaction (or written waiver) of the following conditions precedent: (a) the representations and warranties of the other party are true and correct in all material respects as of the date of execution; and (b) all corporate, regulatory or third-party consents required for execution and delivery of the Covered Documents have been obtained.

8. TERMINATION

8.1 This Agreement may be terminated by mutual written consent of the parties, or by either party upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

9. NOTICES

9.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or reputable overnight courier service.

10. AMENDMENTS; WAIVER

10.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right.

11. GOVERNING LAW

11.1 This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. COUNTERPARTS

13.1 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 transmitted by electronic means shall be effective for all purposes.

14. MISCELLANEOUS

14.1 The headings in this Agreement are for convenience only and shall not affect its interpretation. The parties agree to cooperate and execute such further documents and take such further actions as may be necessary to carry out the purposes of this Agreement.

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