Legal Agreement Reminder

LEGAL AGREEMENT REMINDER

This Legal Agreement Reminder is made effective as of by and between (Reminding Party) and (Recipient). The Reminding Party and Recipient are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties entered into that certain agreement entitled dated (the "Original Agreement"); and

WHEREAS, pursuant to Section(s) of the Original Agreement, the Recipient has obligations that include, without limitation, the following:

WHEREAS, the Reminding Party seeks a formal acknowledgement and, where applicable, cure of the specified obligations in accordance with the terms of the Original Agreement and applicable law.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. REMINDER DESCRIPTION AND REQUEST

1.1 Reminder. The Reminding Party hereby notifies the Recipient that the Recipient's performance under the Original Agreement has been identified as follows: the Recipient's failure to described in Section(s) of the Original Agreement.

1.2 Requested Action. The Reminding Party requests that the Recipient, within the Cure Period defined below, undertake all actions necessary to cure the stated deficiency and provide written confirmation of cure to the address specified in Section 6.

2. CURE PERIOD; RESPONSE

2.1 Cure Period. The Recipient shall have a period of calendar days from receipt of this Reminder to cure the identified deficiency (the "Cure Period").

2.2 Response Required. The Recipient must deliver to the Reminding Party, within the Cure Period, a written response stating whether the Recipient disputes the notice and, if not disputed, a detailed remediation plan and schedule. Remediation plans must include anticipated completion no later than .

3. EFFECT OF FAILURE TO CURE

3.1 Reservation of Rights. If the Recipient fails to cure within the Cure Period and any agreed extension, the Reminding Party reserves all rights and remedies under the Original Agreement, including but not limited to termination, acceleration, injunctive relief, and recovery of damages and fees.

3.2 Additional Costs. The Recipient acknowledges that failure to cure may result in the Recipient being responsible for reasonable costs and expenses incurred by the Reminding Party in enforcing rights under the Original Agreement, including attorneys' fees, to the extent permitted by the Original Agreement or law.

4. ACKNOWLEDGMENT

4.1 Recipient Acknowledgement. The Recipient shall, within the Cure Period, provide a written acknowledgment of receipt of this Reminder and either dispute the basis for this Reminder in good faith with specific reasons or agree that the deficiency exists and set forth a binding remediation plan.

5. REPRESENTATIONS AND WARRANTY

Each Party represents and warrants to the other that: (a) it has full power and authority to execute and deliver this Reminder and to perform its obligations hereunder; and (b) the person executing this Reminder on its behalf is duly authorized to do so.

6. NOTICES

Reminding Party — Notice Address

Recipient — Notice Address

7. AMENDMENTS; WAIVER

Any amendment to this Reminder must be in writing and signed by authorized representatives of both Parties. No waiver of any provision hereof shall be effective unless in writing and signed by the Party waiving compliance; no waiver of any breach shall be a waiver of any subsequent breach.

8. GOVERNING LAW; VENUE

This Reminder shall be governed by and construed in accordance with the laws of the jurisdiction of , excluding its conflicts of law rules. The Parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for any dispute arising out of this Reminder.

9. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

9.1 Entire Agreement. This Reminder, together with the Original Agreement referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations and understandings concerning the same.

9.2 Severability. If any provision of this Reminder is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties to the fullest extent permitted by law.

9.3 Counterparts. This Reminder 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. Execution and delivery by electronic means shall be effective as delivery of an original signature.

MISCELLANEOUS

The Parties agree that the terms of this Reminder are without prejudice to any rights or remedies that either Party may have under the Original Agreement or at law or in equity. No delay or failure to exercise any right shall constitute a waiver unless reduced to writing and signed by the waiving Party.

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