Legal Assurances Agreement

LEGAL ASSURANCES AGREEMENT

This Legal Assurances Agreement ("Agreement") is made and entered into as of by and between Party A: , an organized under the laws of , with its principal place of business at ; and Party B: , an organized under the laws of , with its principal place of business at .

RECITALS

WHEREAS, Party A and Party B desire to set forth certain assurances, representations and warranties with respect to transactions and interactions between them, including the scope and duration of such assurances; and

WHEREAS, Party A will provide the following assurances to Party B: ; and

WHEREAS, Party B will provide the following assurances to Party A: .

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

1. DEFINITIONS

1.1 "Assurances" means the representations, warranties, covenants and commitments expressly set forth in Section 2 of this Agreement and any schedules or exhibits hereto. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in this Section.

1.2 "Effective Date" means the date set forth above in the opening paragraph. For reference, Effective Date:

2. ASSURANCES, REPRESENTATIONS AND WARRANTIES

2.1 Mutual Representations. Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full corporate or other power and authority to enter into and perform this Agreement; and (c) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate or other action.

2.2 Specific Assurances by Party A. Party A hereby assures Party B that: (a) ; (b) . Each such assurance is true and correct as of the Effective Date and will remain true for the period set forth in Section 4.

2.3 Specific Assurances by Party B. Party B hereby assures Party A that: (a) ; (b) . Each such assurance is true and correct as of the Effective Date and will remain true for the period set forth in Section 4.

3. COVENANTS

3.1 Each party covenants to: (a) promptly notify the other party in writing of any material breach of an Assurance of which it becomes aware; (b) cooperate in good faith to cure any breach where cure is practicable; and (c) provide such information and access to records as is reasonably necessary to verify continued compliance with the Assurances.

3.2 Recordkeeping. Each party shall maintain accurate and complete records regarding compliance with its Assurances for a period of following the date such Assurance is given and shall permit the other party or its designated representative to inspect such records upon reasonable prior written notice.

4. TERM; SURVIVAL

4.1 Term. This Agreement commences on the Effective Date and shall continue for a period of , unless earlier terminated in accordance with Section 4.2.

4.2 Termination for Breach. Either party may terminate this Agreement upon written notice to the other if the other party materially breaches any Assurance and fails to cure such breach within days after receipt of written notice specifying the breach.

4.3 Survival. Notwithstanding any termination or expiration, the obligations and liabilities of the parties arising out of any breach of Assurances shall survive and continue until finally resolved, and those provisions that by their nature are intended to survive shall survive the termination of this Agreement.

5. INDEMNIFICATION

5.1 Indemnity by Breaching Party. A party that breaches any Assurance shall indemnify, defend and hold harmless the non-breaching party and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and court costs) incurred by reason of such breach.

5.2 Procedure. The indemnified party shall promptly notify the indemnifying party in writing of any claim for which indemnification is sought. The indemnifying party shall have the right to assume the defense and settlement of any such claim; provided, however, that the indemnified party may participate in such defense at its own expense and may not consent to any settlement that imposes liability on the indemnified party without the indemnified party's prior written consent.

5.3 Limitation on Liability. Except for liability arising from willful misconduct or fraud, each party's aggregate liability for direct damages under this Agreement shall not exceed .

6. CONFIDENTIALITY

6.1 Confidential Information. The parties acknowledge that in the course of performing under this Agreement they may disclose Confidential Information. Each party agrees to hold in confidence and not to disclose such Confidential Information to third parties except as required by law or with the disclosing party's prior written consent.

6.2 Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the other party's Confidential Information.

7. NOTICES

All notices under this Agreement shall be in writing and shall be delivered to the parties at the addresses set forth below (or at such other address as a party may designate by written notice to the other). Notices shall be deemed given upon (a) personal delivery, (b) one business day after delivery to a nationally recognized overnight courier, or (c) three business days after deposit in the U.S. mail, certified or registered, return receipt requested.

8. REMEDIES; ATTORNEYS' FEES

8.1 Remedies. Except as otherwise provided in this Agreement, the remedies provided herein are cumulative and in addition to any other remedies available at law or in equity, including specific performance and injunctive relief.

8.2 Attorneys' Fees. In the event of any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

9. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of or relating to this Agreement.

10. ENTIRE AGREEMENT; AMENDMENTS; WAIVER

10.1 Entire Agreement. This Agreement, including all schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

10.2 Amendments. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

10.3 Waiver. No failure or delay by either party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or the exercise of any other right.

11. SEVERABILITY; COUNTERPARTS

11.1 Severability. If any provision of this Agreement is held invalid or unenforceable under applicable law, such invalidity or unenforceability shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.

11.2 Counterparts. This Agreement 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. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

12. MISCELLANEOUS

12.1 No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the benefit of the parties and their permitted successors and assigns and is not intended to confer any rights on any third party.

12.2 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided that either party may assign this Agreement in connection with a merger, consolidation or sale of all or substantially all of its assets.

SIGNATURES

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