Legal Agreement Receipt

LEGAL AGREEMENT RECEIPT

This Legal Agreement Receipt (the "Receipt") is made as of by and between Delivering Party Name: with an address at , and Receiving Party Name: with an address at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Parties entered into an agreement titled effective as of (the "Primary Agreement");

WHEREAS, pursuant to the Primary Agreement and related discussions, Delivering Party has delivered certain documents, originals, and/or consideration to Receiving Party as set forth below; and

WHEREAS, the Parties desire to confirm receipt, the date of receipt, the nature of the items received, and the parties' acknowledgments and understandings as to delivery and effect of such delivery.

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

1. RECEIPT OF DOCUMENTS AND ITEMS

1.1 Description. Delivering Party hereby confirms that on it delivered to Receiving Party the following documents, instruments, records and/or items (the "Delivered Items"):

1.2 Condition and Originals. Delivering Party represents that the Delivered Items represent originals or true and complete copies as indicated, and that to the best of Delivering Party's knowledge the items were complete and in acceptable condition at the time of delivery. Receiving Party acknowledges receipt and confirms review to the extent necessary for its records.

2. ACKNOWLEDGMENT OF TERMS

2.1 Effect on Primary Agreement. Receiving Party acknowledges that delivery of the Delivered Items constitutes delivery for purposes of the Primary Agreement, and that delivery does not in itself amend, waive, or alter any provision of the Primary Agreement unless expressly set forth in a duly executed amendment.

2.2 No Additional Consideration. Receiving Party acknowledges that, except as expressly described in Section 3 below, no additional consideration is required to validate the receipt of the Delivered Items beyond that already provided under the Primary Agreement.

3. CONSIDERATION

3.1 Receipt of Payment. If applicable, Delivering Party hereby acknowledges receipt from Receiving Party of the sum of (USD) in full satisfaction of the consideration described in the Primary Agreement on .

3.2 Acknowledgment. The Parties agree that such payment, if any, has been received in good funds and that no further sums are due with respect to the Delivered Items unless otherwise expressly provided by written agreement signed by both Parties.

4. REPRESENTATIONS, WARRANTIES AND AUTHORITY

4.1 Each Party represents and warrants to the other that: (a) it has full corporate or organizational power and authority to enter into and perform this Receipt; (b) the person executing this Receipt on its behalf is duly authorized to do so; and (c) the execution and delivery of this Receipt and the performance of its obligations hereunder do not violate any agreement, law, or order applicable to such Party.

4.2 No Reliance. Except as expressly set forth in the Primary Agreement or this Receipt, neither Party makes any other warranty or representation, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

5. CONFIDENTIALITY AND RETURN OF MATERIALS

5.1 Treatment of Delivered Items. The Parties agree that any Delivered Items designated as confidential in the Primary Agreement shall be handled in accordance with the confidentiality provisions of the Primary Agreement. Receiving Party shall return or destroy any Delivered Items as required by the Primary Agreement or as otherwise agreed in writing.

6. NOTICES

All notices, demands or communications required or permitted under this Receipt shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by notice to the other in accordance with this Section.

7. AMENDMENTS, WAIVERS, COUNTERPARTS

7.1 Amendments and Waivers. No amendment, modification or waiver of any provision of this Receipt shall be effective unless set forth in a writing signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of such right.

7.2 Counterparts. This Receipt may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart by electronic transmission bearing a copy of an original signature shall be sufficient to bind the delivering Party.

8. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

8.1 Governing Law. This Receipt shall be governed by and construed in accordance with the laws of the state or jurisdiction identified by the Parties as applicable: , without regard to conflict of laws principles.

8.2 Severability. If any provision of this Receipt is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Receipt and this Receipt shall be construed as if such provision had been severed.

8.3 Entire Agreement. This Receipt, together with the Primary Agreement and any documents incorporated herein, 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, whether oral or written.

9. MISCELLANEOUS

9.1 Further Assurances. Each Party shall execute and deliver such further documents and instruments and shall take such further actions as may be reasonably required to carry out the purposes and intent of this Receipt.

9.2 Interpretation. The headings in this Receipt are for convenience only and shall not affect its interpretation. The words "include" and "including" are deemed to be followed by the phrase "without limitation" whether or not expressly stated.

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