Legal Agreement Update

Legal Agreement Update

This Legal Agreement Update (the Update) is entered into as of by and between Party A: , a with principal place of business at ; and Party B: , a with principal place of business at .

RECITALS

WHEREAS, the parties entered into a written agreement entitled dated (the Original Agreement);

WHEREAS, the parties now desire to amend certain terms of the Original Agreement as set forth in this Update to reflect changed circumstances and the mutual agreements of the parties;

WHEREAS, the parties intend that the provisions of this Update shall supersede and modify the Original Agreement only to the extent expressly provided herein and that all other provisions of the Original Agreement shall remain in full force and effect;

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

1. Amendment of Agreement

1.1 Modification. The Original Agreement is hereby amended by deleting the following provisions and replacing them in their entirety as set forth in the attached Schedule A: . Any reference to the Original Agreement shall hereafter mean the Original Agreement as amended by this Update.

1.2 Specific Amendments. The specific changes to the Original Agreement are described below. If a conflict exists between the Description of Change and Schedule A, Schedule A shall control.

2. Effective Date

2.1 Effective Date. The amendments set forth in this Update shall become effective as of the date first written above (the Effective Date).

3. Consideration

3.1 Consideration. In consideration for the modifications set forth herein, the parties acknowledge that the following consideration has been provided: . The parties acknowledge that such consideration is fair, adequate and sufficient.

4. Representations and Warranties

4.1 Each party represents and warrants that: (a) it has full corporate or organizational power and authority to enter into this Update; (b) the execution, delivery and performance of this Update have been duly authorized by all necessary corporate or organizational action; and (c) this Update constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

4.2 No Conflict. Each party further represents that the performance of its obligations hereunder will not violate any agreement, law or court order applicable to such party.

5. Continued Performance

Except as expressly modified by this Update, all terms and provisions of the Original Agreement remain in full force and effect. The parties shall perform all obligations required of them under the Original Agreement as amended by this Update.

6. No Other Modifications; Conflict

6.1 Integration. Except as expressly provided herein, no other term, covenant or condition of the Original Agreement is modified by this Update. All other provisions of the Original Agreement shall remain unchanged and in full force and effect.

6.2 Conflict. In the event of any conflict between the provisions of this Update and the Original Agreement, the provisions of this Update shall govern.

7. Notices

All notices, requests, consents and other communications required or permitted under this Update shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

8. Amendments and Waiver

8.1 Amendments. This Update may be amended or modified only by a written instrument signed by both parties. No course of dealing or failure to enforce any right shall constitute a waiver unless expressed in a written instrument signed by the party against whom the waiver is asserted.

8.2 Waiver. The failure of either party to enforce any provision of this Update shall not be construed as a waiver of such provision or of the right thereafter to enforce each and every provision of this Update.

9. Counterparts and Electronic Signatures

9.1 Counterparts. This Update 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.

9.2 Electronic Signatures. Signatures transmitted by facsimile or by electronic image (including PDF) shall have the same force and effect as original signatures.

10. Governing Law

This Update shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to choice of law principles that would result in the application of the laws of any other jurisdiction.

11. Entire Agreement

This Update, together with the Original Agreement and 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 negotiations, agreements and understandings, written or oral, relating thereto.

12. Severability

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

13. Additional Provisions

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