Legal Agreement to be Bound

LEGAL AGREEMENT TO BE BOUND

This Legal Agreement to be Bound ("Agreement") is made and entered into as of Effective Date: by and between Party A: , an entity organized as Entity Type: Individual Corporation LLC Other with principal place of business at ; and Party B: , an entity organized as Entity Type: Individual Corporation LLC Other with principal place of business at .

RECITALS

WHEREAS, Party A possesses certain rights, obligations, or contractual terms described herein that Party A is prepared to make binding upon Party B under the terms and conditions set forth in this Agreement; and

WHEREAS, Party B desires to accept and be bound by those rights, obligations, and terms as set forth below and acknowledges that such binding effect is a material inducement to Party A; and

WHEREAS, the parties intend that this Agreement constitute a binding and enforceable contract between them with respect to the subject matter described herein.

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

1. Definitions

In this Agreement, unless the context otherwise requires: "Binding Terms" means the specific obligations, covenants, schedules, exhibits, and descriptions set forth in Section 2 and in the Terms Description field below; "Effective Date" means the date set forth above; "Confidential Information" has the meaning set forth in Section 5.

2. Agreement to Be Bound; Scope

Each party hereby irrevocably agrees to be bound by the Binding Terms described herein and acknowledges that this Agreement creates enforceable rights and obligations between the parties. The Binding Terms are described as follows:

3. Consideration

The parties acknowledge and agree that the mutual promises and covenants contained in this Agreement constitute sufficient and valuable consideration for each party's obligations hereunder. Additional consideration, if any, is described as:

4. Representations and Warranties

Each party represents and warrants to the other that: (a) it has the corporate or individual power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

5. Confidentiality

Each party shall maintain in confidence all Confidential Information received from the other party and shall not disclose such information except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations substantially similar to those contained herein. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement.

6. Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any third party claim to the extent resulting from the Indemnifying Party's breach of its representations, warranties, covenants or obligations under this Agreement.

7. Limitation of Liability

Except for liabilities arising from fraud, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for special, incidental, consequential or punitive damages, and each party's aggregate liability shall be limited to direct damages not to exceed the amounts of consideration actually paid under this Agreement during the preceding twelve (12) months.

8. Term and Termination

This Agreement shall commence on the Effective Date and continue until the obligations set forth in the Binding Terms are fully performed or until earlier terminated by mutual written agreement of the parties or as otherwise provided herein. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice.

9. Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice). Notices shall be deemed given upon receipt when delivered by hand, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested.

10. Assignment

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, provided that the assignee assumes all obligations hereunder.

11. Amendment; Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties. The failure or delay of either party to exercise any right shall not operate as a waiver of such right.

12. Governing Law

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

13. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, effects the parties' original intent.

14. Entire Agreement

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations and warranties, whether written or oral.

15. Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including facsimile and PDF) shall be deemed original signatures.

16. Execution and Authority

Each person signing this Agreement on behalf of a party represents and warrants that he or she is duly authorized to execute and deliver this Agreement and to bind the party for whom such person signs.

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