Legal Agreement Duplicate

LEGAL AGREEMENT DUPLICATE

This Legal Agreement Duplicate (the "Agreement") is made effective as of Effective Date: by and between First Party Name: and Second Party Name: .

RECITALS

WHEREAS, First Party and Second Party entered into a certain original agreement described as: dated Original Agreement Date: (the "Original Agreement");

WHEREAS, the parties desire to produce and execute one or more duplicate originals of the Original Agreement for the purposes of recordkeeping and enforcement; and

WHEREAS, the parties intend that each duplicate original will be treated as an original and that all duplicates together will constitute a single binding agreement between the parties.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement Duplicate, the following terms shall have the meanings set forth below. "Duplicate Original" means a fully executed copy of the Original Agreement bearing the signatures of the parties and intended to function as an original signature counterpart. "Original Agreement" has the meaning set forth in the Recitals.

2. DUPLICATE ORIGINALS

Each Duplicate Original executed by the parties shall constitute an original instrument for all purposes. A Duplicate Original and the Original Agreement shall be construed together and read as one instrument. The parties acknowledge and agree that the execution of a Duplicate Original shall have the same force and effect as execution of the Original Agreement by all parties thereto.

3. EXECUTION AND DELIVERY

The parties may execute this Agreement Duplicate in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission of a scanned document or a facsimile copy shall be effective as delivery of an original executed counterpart.

4. PURPOSE AND SCOPE

The sole purpose of this Agreement Duplicate is to memorialize the existence of Duplicate Originals of the Original Agreement and to confirm their legal effect. This Agreement Duplicate does not alter, amend, or supplement the substantive rights or obligations of the parties under the Original Agreement except as expressly set forth herein.

5. TERM

This Agreement Duplicate shall become effective as of the Effective Date set forth above and shall continue in effect for the duration necessary to evidence the Original Agreement and its execution history, unless earlier terminated by written agreement of the parties.

6. CONSIDERATION

The mutual representations, warranties, covenants and promises of the parties set forth in the Original Agreement and in this Agreement Duplicate shall constitute adequate and sufficient consideration for this Agreement Duplicate.

7. CONFIDENTIALITY

The parties acknowledge that certain information in the Original Agreement and in Duplicate Originals may be confidential. Each party agrees to maintain the confidentiality of such information in accordance with the confidentiality provisions contained in the Original Agreement. If the Original Agreement contains no confidentiality provision, the parties agree to treat the contents of Duplicate Originals as confidential and not to disclose them except as required by law or with the prior written consent of the other party.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that (a) it has full corporate or individual power and authority to execute this Agreement Duplicate and to perform its obligations hereunder, (b) the person signing on behalf of such party is duly authorized to bind the party, and (c) the execution and delivery of this Agreement Duplicate and the performance of its obligations will not conflict with any law or contractual obligation of such party.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants made by such party in this Agreement Duplicate.

10. LIMITATION OF LIABILITY

Except to the extent caused by fraud or willful misconduct, neither party shall be liable to the other for any special, incidental, consequential or punitive damages arising out of or relating to this Agreement Duplicate or the Original Agreement, whether in contract, tort or otherwise.

11. NOTICES

Notices under this Agreement Duplicate shall be given in writing and delivered in accordance with the notice addresses provided above and shall be effective upon receipt as provided in the Original Agreement.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement Duplicate shall be effective unless in writing and signed by both parties. A waiver of any right or remedy under this Agreement Duplicate shall not constitute a waiver of any other right or remedy.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement Duplicate may be executed in counterparts, each of which shall be deemed an original. Signatures transmitted by electronic means, including facsimile or electronic image, shall be deemed original signatures.

14. SEVERABILITY

If any provision of this Agreement Duplicate is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

15. GOVERNING LAW

This Agreement Duplicate shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

16. ENTIRE AGREEMENT

This Agreement Duplicate, together with the Original Agreement and any written amendments thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

17. MISCELLANEOUS

The parties have executed this Agreement Duplicate as of the Effective Date first written above.

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