Legal Attendance Waiver

LEGAL ATTENDANCE WAIVER

This Legal Attendance Waiver (the "Waiver") is made on this Day: of , by and between Waiving Party: and Receiving Party: .

RECITALS

WHEREAS, a legal proceeding, hearing, deposition, meeting or other matter requiring attendance by the Waiving Party may be scheduled by or between the Parties or by a tribunal or third party; and

WHEREAS, the Waiving Party is willing to waive in whole or in part the right to appear physically at the specified proceeding and to permit the Receiving Party, or counsel acting on its behalf, to proceed in the Waiving Party's absence under the terms set forth herein; and

WHEREAS, the Parties desire to set forth the scope, manner and legal effect of such waiver in a written instrument.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. WAIVER OF ATTENDANCE

The Waiving Party hereby knowingly, voluntarily and irrevocably waives the right to be physically present at the proceeding described in Section 2 and consents to the Receiving Party, or its authorized representatives, appearing, proceeding and taking action on behalf of the Waiving Party in the Waiving Party's absence. This waiver includes the right to participate by remote electronic means, teleconference or other methods approved by the relevant tribunal or organizer, and to accept any outcomes, rulings, findings or orders entered in the Waiving Party's absence to the same extent as if the Waiving Party had attended in person.

2. SCOPE OF WAIVER

The waiver granted by the Waiving Party applies to the following proceeding(s) and date(s) as indicated below. The Waiving Party acknowledges that the waiver is limited to the matters expressly identified unless otherwise amended in writing pursuant to this Waiver.

Hearing    Deposition    Meeting    Other (specify below)

3. METHOD OF PROCEEDING

The Waiving Party consents that the proceeding may be conducted by electronic means, telephonic conference, video conference, or by written submission, and that any testimony taken or evidence admitted in the Waiving Party's absence shall be binding to the same extent as if the Waiving Party had attended in person. The Receiving Party shall use commercially reasonable efforts to provide prior notice of the method of proceeding to the Waiving Party if such notice is practicable.

4. REPRESENTATIONS AND AUTHORITY

The Waiving Party represents and warrants that: (a) it has full power, authority and legal capacity to execute and deliver this Waiver; (b) the person signing on behalf of the Waiving Party is duly authorized to bind the Waiving Party; and (c) the execution of this Waiver does not violate any other agreement to which the Waiving Party is subject. The Receiving Party represents and warrants that it will exercise any authority granted under this Waiver in good faith and in the best interests of the Waiving Party to the extent reasonably practicable.

5. EFFECT ON RIGHTS; LIMITED RELEASE

Except as expressly provided herein, nothing in this Waiver shall be construed to waive any rights not expressly set forth in this Waiver. The Waiving Party acknowledges that by waiving attendance it may be unable to present oral argument, testimony or evidence in person and that the Waiving Party releases the Receiving Party from liability for actions taken in reliance on this Waiver, provided such actions are within the scope of the authority granted herein and are not taken negligently or in bad faith.

6. INDEMNIFICATION

The Waiving Party shall indemnify, defend and hold harmless the Receiving Party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, costs or expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the Waiving Party's representations or intentional misconduct in connection with the execution or operation of this Waiver.

7. CONFIDENTIALITY

The Parties agree that any confidential information disclosed in connection with this Waiver or the proceeding shall be protected in accordance with any existing confidentiality obligations between the Parties. Nothing in this Waiver authorizes the disclosure of privileged or otherwise protected materials except as required by applicable law or order of a tribunal.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Waiver shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice in accordance with this Section. Notice shall be effective upon personal delivery, confirmed email transmission, or three (3) business days after deposit in the mail if sent by certified mail, return receipt requested.

9. AMENDMENT; WAIVER

This Waiver may be amended only by a writing signed by both Parties. No failure or delay by either Party in exercising any right under this Waiver shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude any other or further exercise of that right or the exercise of any other right.

10. GOVERNING LAW

This Waiver shall be governed by and construed in accordance with the laws of the state selected below without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising under or relating to this Waiver.

11. ENTIRE AGREEMENT

This Waiver constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral. Any prior course of dealing or trade usage shall not supplement or modify the express terms of this Waiver.

12. SEVERABILITY

If any provision of this Waiver is determined to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall remain in full force and effect to the greatest extent permitted by law.

13. COUNTERPARTS; SIGNATURE

This Waiver 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 transmitted by electronic means that reproduce an original signature shall be deemed original signatures for all purposes.

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