Legal Additional Agreement

LEGAL ADDITIONAL AGREEMENT

This Additional Agreement (the "Agreement") is made as of Effective Date: by and between Party A Name: with principal address ("Party A"), and Party B Name: with principal address ("Party B"). This Agreement supplements and amends the Original Agreement titled dated (the "Original Agreement").

RECITALS

WHEREAS, Party A and Party B entered into the Original Agreement identified above and wish to modify certain terms of the Original Agreement as set forth herein; and

WHEREAS, the parties desire to set forth the additional terms, obligations and modifications in writing to avoid ambiguity and to preserve their respective rights under the Original Agreement; and

WHEREAS, capitalized terms used and not otherwise defined in this Agreement shall have the meanings assigned to them in the Original Agreement unless otherwise provided herein.

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

1. DEFINITIONS

1.1 Definitions. For purposes of this Agreement, unless the context otherwise requires, the terms defined in the Original Agreement shall have the same meanings when used in this Agreement. In addition, "Effective Date" means the date first written above.

2. AMENDMENTS TO ORIGINAL AGREEMENT

2.1 Amendment to Section: The parties hereby amend Section of the Original Agreement. The existing text of that section is deleted in its entirety and replaced with the following:

2.2 New Section. The Original Agreement is hereby supplemented by adding the following new section:

2.3 Conflicts. In the event of any conflict between the terms of this Agreement and the Original Agreement, the terms of this Agreement shall control solely with respect to the matters expressly amended herein.

3. CONSIDERATION

3.1 Consideration. In consideration for the modifications set forth in this Agreement, Party B shall pay Party A the sum of payable in accordance with the payment schedule set forth below or as otherwise mutually agreed in writing.

4. CONFIDENTIALITY

4.1 Confidential Information. All information disclosed by either party in connection with the Original Agreement or this Agreement that is designated as confidential or that reasonably should be understood to be confidential shall remain subject to the confidentiality obligations set forth in the Original Agreement. The parties reaffirm and continue such obligations.

4.2 Survival. The confidentiality obligations shall survive termination or expiration of the Original Agreement and this Agreement for the period specified therein.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement, that the Agreement has been duly authorized by all necessary corporate or other action, and that the Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

6. INDEMNIFICATION

6.1 Indemnity. Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or relating to any breach by the indemnifying party of this Agreement or the Original Agreement, to the extent attributable to the indemnifying party's acts or omissions.

7. TERM AND TERMINATION

7.1 Term. Except as expressly modified by this Agreement, the term of the Original Agreement shall remain unchanged. The amendments contained herein shall become effective as of the Effective Date and shall continue for the remaining term of the Original Agreement unless earlier terminated in accordance with its terms.

7.2 Termination Rights. Termination of the Original Agreement shall also terminate this Agreement; however any obligation intended to survive termination shall survive in accordance with its terms.

8. NOTICES

8.1 Notice Addresses. 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 a party may designate by notice in accordance with this Section.

9. GOVERNING LAW

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

10. ENTIRE AGREEMENT

10.1 Entire Agreement. This Agreement, together with the Original Agreement as modified hereby, 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, both oral and written, of the parties relating to such subject matter.

11. SEVERABILITY

11.1 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the remaining provisions shall remain in full force and effect.

12. AMENDMENTS; WAIVER

12.1 Amendments. Any amendment to or modification of this Agreement must be in writing and executed by authorized representatives of both parties.

12.2 Waiver. No waiver by either party of any breach or default hereunder shall be effective unless in writing and signed by the waiving party, and no such waiver shall be deemed a waiver of any subsequent breach or default.

13. COUNTERPARTS; EXECUTION

13.1 Counterparts. 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. Facsimile or electronically transmitted signatures shall be deemed original signatures for all purposes.

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