Legal Approval Agreement

LEGAL APPROVAL AGREEMENT

This Legal Approval Agreement (the "Agreement") is entered into as of Effective Date: by and between Approver Name: , with a principal place of business at (hereinafter "Approver"), and Requestor Name: , with a principal place of business at (hereinafter "Requestor"). Together, Approver and Requestor are the "Parties."

RECITALS

WHEREAS, Requestor desires approval from Approver for the matter described as: (the "Subject"); and

WHEREAS, Approver has authority to grant or withhold approvals related to the Subject under the Parties' existing relationship and applicable policies and laws; and

WHEREAS, the Parties desire to set forth the terms on which Approver will provide such approval and the obligations that will arise upon grant of any approval.

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. DEFINITIONS

1.1 "Approval" means written consent issued by Approver in accordance with Section 2 below authorizing the Requestor to proceed with the Subject, including any limitations or conditions set forth in such consent.

1.2 "Approval Effective Date" means the date specified in the Approval instrument or, if none is specified, the date the Approval is executed by Approver.

2. SCOPE OF APPROVAL

2.1 Subject to the terms of this Agreement, Approver may, in its sole reasonable discretion, grant Approval in writing for the Subject. Any Approval shall:

(a) identify the precise activities, deliverables or documents that are approved; and (b) state any material restrictions, conditions or limitations on the Approval. The specific scope to be considered for Approval is described below.

3. CONDITIONS PRECEDENT

3.1 Approval shall be effective only upon satisfaction of the following conditions precedent: (a) Requestor's delivery of all information, documents and certifications reasonably required by Approver; (b) Approver's review and, if applicable, internal approvals; and (c) absence of any material breach by Requestor of any obligation to Approver.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it is duly organized and validly existing under applicable law; (b) it has full power and authority to enter into and perform this Agreement; and (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or organizational action.

5. COVENANTS

5.1 Requestor shall comply with all conditions set forth in any Approval and shall provide periodic status reports upon reasonable request by Approver. Requestor shall promptly notify Approver of any event that materially affects the Subject or the basis for an Approval.

5.2 Approver shall use reasonable efforts to render decisions with respect to Approval requests promptly and in good faith, but shall have no obligation to grant Approval other than as expressly set forth in this Agreement.

6. CONFIDENTIALITY

6.1 Each Party agrees that any non-public information disclosed by one Party to the other in connection with an Approval or the Subject that is designated confidential or that reasonably should be understood to be confidential shall be held in confidence and used only to exercise rights and perform obligations under this Agreement, except as required by law.

6.2 The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, or longer if required by applicable law or existing confidentiality obligations between the Parties.

7. TERM AND TERMINATION

7.1 This Agreement shall commence on the Effective Date and shall continue until terminated by either Party upon thirty (30) days' prior written notice; provided, however, that no termination shall affect the validity or enforceability of any Approval granted prior to the effective date of termination except as expressly provided in such Approval.

7.2 Either Party may terminate this Agreement immediately for material breach by the other Party that remains uncured after ten (10) days' written notice.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may specify by written notice to the other Party in accordance with this Section.

9. AMENDMENTS; WAIVER

9.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

9.2 Failure or delay by either Party in exercising any right shall not operate as a waiver thereof, and any single or partial exercise of any right shall not preclude further exercise of that or any other right.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for purposes of any dispute arising out of or relating to this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

11.1 This Agreement, together with any Approvals issued hereunder and any documents referenced herein, constitutes the entire agreement between the Parties with respect to the Subject and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

11.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that, to the extent possible, implements the original intent of the Parties.

11.3 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

12. MISCELLANEOUS PROVISIONS

12.1 Remedies: Except as otherwise provided herein, the Parties shall be entitled to seek injunctive and other equitable relief to enforce the provisions of this Agreement in addition to any other remedies available at law or in equity.

12.2 Assignment: Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that either Party may assign to an affiliate or to a successor in connection with a sale of substantially all of its assets.

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