Legal Approval Document

LEGAL APPROVAL DOCUMENT

This Legal Approval Document (the "Document") is entered into as of by and between , a with principal place of business at (hereinafter "Approving Party"), and , a with principal place of business at (hereinafter "Requesting Party").

RECITALS

WHEREAS, the Requesting Party has requested approval from the Approving Party to undertake or implement the actions described in this Document, including without limitation actions set forth in the Approved Matters section below; and

WHEREAS, the Approving Party has reviewed the materials, representations and supporting information delivered by the Requesting Party and is willing to grant approval subject to the terms, conditions and limitations set forth herein; and

WHEREAS, the parties intend by this Document to define the scope, conditions and legal effects of the approval granted and to allocate rights, obligations and remedies between them.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Document, the following terms have the following meanings:

"Approval" means the written authorization granted by the Approving Party under Section 2 permitting the Requesting Party to proceed with the Approved Matters subject to the Conditions Precedent and continuing obligations set forth in this Document.

"Approved Matters" means the specific activities, transaction, contract, project, or variation described in Section 2 and in the Approval Details provided by the Requesting Party.

2. APPROVAL GRANT

Subject to the terms and conditions of this Document, the Approving Party hereby grants to the Requesting Party the Approval to undertake the following Approved Matters:

The Approval is limited to the scope set forth above and does not constitute authorization for any activities not expressly described therein. Any deviation from the Approved Matters shall require separate written approval from the Approving Party.

Full approval
Conditional approval (see Conditions Precedent)
Limited approval (see limitations below)

3. CONDITIONS PRECEDENT

The effectiveness of the Approval is expressly conditioned upon the satisfaction, in form and substance reasonably acceptable to the Approving Party, of the following Conditions Precedent prior to commencement of the Approved Matters:

The Requesting Party shall provide evidence of satisfaction of the Conditions Precedent to the Approving Party upon request. The Approving Party's failure to object within ten (10) business days after receipt of requested documentation shall not constitute deemed approval absent express written confirmation.

4. TERM; TERMINATION

This Document shall commence on the Effective Date specified above and shall continue until the Approved Matters are completed or until earlier termination in accordance with this Section 4.

The Approving Party may terminate this Approval upon written notice if the Requesting Party materially breaches any representation, warranty, covenant or condition contained in this Document and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has the full corporate or legal power, authority and capacity to enter into and perform its obligations under this Document; (b) the execution, delivery and performance of this Document has been duly authorized by all necessary corporate or organizational action; and (c) this Document constitutes a valid and binding obligation enforceable against it in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency or similar laws.

6. COVENANTS

The Requesting Party covenants to perform the Approved Matters in a commercially reasonable manner, in compliance with all applicable laws, and to cooperate in good faith with the Approving Party's reasonable requests related to monitoring, reporting, and verification of performance. The Requesting Party shall promptly notify the Approving Party of any material change to the Approved Matters.

7. CONFIDENTIALITY

Except as required by law, neither party shall disclose the terms of this Document or any non-public information exchanged in connection with the Approved Matters to any third party without the prior written consent of the other party; provided, however, that disclosure to each party's professional advisors and affiliates shall be permitted on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those contained herein.

8. INDEMNIFICATION

The Requesting Party shall indemnify, defend and hold harmless the Approving Party and its officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages, expenses and costs (including reasonable attorneys' fees) arising out of or resulting from the Requesting Party's performance of the Approved Matters, except to the extent caused by the gross negligence or willful misconduct of the Approving Party.

9. NOTICES

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

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Document shall be effective unless made in a written instrument signed by the party against whom enforcement is sought. A waiver of a breach of any provision of this Document shall not constitute a waiver of any other breach or of such provision.

11. COUNTERPARTS; ELECTRONIC SIGNATURES

This Document may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including electronically transmitted image or an electronically executed document) shall be effective as original signatures.

12. GOVERNING LAW

This Document shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

13. ENTIRE AGREEMENT

This Document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral, relating thereto.

14. SEVERABILITY

If any provision of this Document is held invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be limited or eliminated to the minimum extent necessary so that this Document shall otherwise remain in full force and effect and enforceable.

15. MISCELLANEOUS

The parties acknowledge that each has had the opportunity to seek independent legal counsel prior to execution of this Document. Headings are for convenience only and shall not affect interpretation.

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