Legal Binder Document

LEGAL BINDER DOCUMENT

This Legal Binder Agreement is made on the day of , (the "Effective Date") by and between Binder Provider: , whose principal address is , and Recipient: , whose principal address is .

RECITALS

WHEREAS, Binder Provider has assembled, organized and maintains an indexed binder containing original documents, copies, electronic media, schedules and related materials (collectively, the "Binder Documents") relevant to certain transactions, agreements, filings and corporate records; and

WHEREAS, Recipient requires receipt of the Binder Documents for inspection, due diligence, review and safekeeping under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms for delivery, custody, access, confidentiality, return and liability associated with the Binder Documents.

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. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Binder Documents" means the written, electronic and tangible materials described in Section 2. "Custodial Location" means the physical or electronic location specified by Binder Provider at which the Binder Documents are stored.

2. BINDER CONTENTS

Binder Provider shall prepare an index and description of the Binder Documents. The index shall identify each document by title, date and page reference. The description of contents is provided below:

3. DELIVERY AND ACCEPTANCE

Binder Provider shall deliver the Binder Documents to Recipient at the Custodial Location on or before . Delivery shall be evidenced by a written delivery receipt signed by Recipient acknowledging receipt of the documents listed in the index. Recipient shall inspect the Binder Documents within days of delivery and shall promptly notify Binder Provider of any claimed discrepancies or missing items. Absence of timely notice shall constitute acceptance of the Binder Documents as delivered.

4. CUSTODY, ACCESS AND STORAGE

Binder Provider warrants that title to original physical Binder Documents retained in the Binder shall remain as set forth in the documents themselves. Custody during the agreement term shall be as follows:

Recipient shall have reasonable access to the Binder Documents during normal business hours upon prior written notice to Binder Provider. Any inspection, copying or removal of Binder Documents by Recipient shall be conducted under supervision unless otherwise agreed in writing. Recipient shall not remove original Binder Documents from the Custodial Location without the prior written consent of Binder Provider and shall return any originals promptly upon request.

5. CONFIDENTIALITY

Each party shall maintain the confidentiality of Confidential Information contained in the Binder Documents. "Confidential Information" means any non-public information designated as confidential or that reasonably should be understood to be confidential. Recipient shall not disclose Confidential Information to any third party except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Recipient shall be liable for any breach of confidentiality by such persons.

Exceptions: The confidentiality obligations shall not apply to information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is rightfully obtained by Recipient from a third party without confidentiality obligations; or (c) is required to be disclosed by law or court order, provided Recipient gives prompt written notice to Binder Provider to allow for protective measures.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the corporate power and authority to enter into and perform this Agreement, and that execution and delivery of this Agreement has been duly authorized. Binder Provider represents that to its knowledge the Binder Documents are, except as otherwise disclosed in the index, genuine and complete copies of the documents referenced.

7. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any claims, losses, liabilities, damages, reasonable attorneys' fees and costs arising out of the Indemnifying Party's breach of this Agreement, negligence, wilful misconduct, or mishandling of the Binder Documents. The Indemnified Party shall provide prompt written notice of any claim and shall allow the Indemnifying Party to assume defense.

8. LIMITATION OF LIABILITY

Except for indemnification obligations, wilful misconduct or gross negligence, neither party shall be liable for consequential, special, punitive or incidental damages arising from this Agreement. The aggregate liability of either party for direct damages under this Agreement shall not exceed .

9. NOTICES

All notices, demands or communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate in writing in accordance with this Section.

10. AMENDMENTS; WAIVER

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. Failure or delay by either party to exercise any right shall not operate as a waiver of that right.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

This Agreement, including the index and any attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

13. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced with a valid provision that most closely approximates the parties' original intent.

14. 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 transmitted by electronic means shall be deemed original signatures for all purposes.

15. RETURN OR DESTRUCTION

Upon expiration or termination of this Agreement or upon the written request of Binder Provider, Recipient shall return to Binder Provider all original Binder Documents and copies, or, at Binder Provider's option, certify in writing the secure destruction of such materials. Certification of destruction shall include the method of destruction and the individual(s) who performed the destruction.

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