Legal Bonding Document

LEGAL BONDING DOCUMENT

This Legal Bonding Document (the "Bond") is made and entered into as of Effective Date: by and between Principal: whose address is , and Obligee: whose address is . Bond Number: ; Penal Sum: $.

RECITALS

WHEREAS, Principal has entered into or will enter into obligations described as: (the "Underlying Obligation");

WHEREAS, Obligee requires security for the performance and faithful observance of the Underlying Obligation in the form of a bond in the penal sum set forth above; and

WHEREAS, Principal desires to procure and Obligee agrees to accept this Bond as security for the performance of the Underlying Obligation.

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

1. DEFINITIONS

1.1 "Bond" means this Legal Bonding Document, including all schedules and attachments. "Principal" means the person or entity identified above who has primary responsibility for the Underlying Obligation. "Obligee" means the person or entity identified above entitled to the benefit of this Bond. "Penal Sum" means the maximum aggregate liability under this Bond as set forth above.

2. BOND OBLIGATION; PENAL SUM

2.1 Principal binds itself, its heirs, executors, successors and assigns to Obligee for the full and prompt performance and observance of the Underlying Obligation. If Principal fails to perform the Underlying Obligation, Obligee may make claim under this Bond subject to the terms herein.

2.2 The liability of Principal under this Bond shall be limited to the Penal Sum of $, which shall be the maximum aggregate recovery available to Obligee hereunder.

3. CONDITIONS OF LIABILITY; CLAIMS PROCEDURE

3.1 Obligee shall provide written notice to Principal of any asserted default under the Underlying Obligation, describing the nature of the default with reasonable particularity. Such notice shall be delivered in accordance with the Notices section of this Bond. Obligee must submit a formal claim within days of providing initial notice to be eligible for payment under this Bond.

3.2 Upon receipt of a proper claim, Principal shall investigate and, if the claim is determined proper, remit payment to Obligee up to the Penal Sum. Principal's liability is conditioned upon Obligee's compliance with the claims procedure and the provisions of this Bond.

4. TERM; TERMINATION

4.1 This Bond shall become effective on the Effective Date set forth above and shall remain in full force and effect until the earlier of (i) the date on which the Underlying Obligation is performed in full and written notice of satisfaction is delivered to Principal, or (ii) termination by mutual written agreement of the parties.

4.2 Notwithstanding termination, any claim arising from an act or omission occurring prior to the effective date of termination shall be governed by the terms of this Bond.

5. INDEMNITY; SUBROGATION

5.1 Principal shall indemnify, defend and hold harmless Obligee, its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and court costs) arising out of or connected with Principal's failure to perform the Underlying Obligation or with any claim under this Bond.

5.2 Upon payment by Principal under this Bond, Principal shall be subrogated to the rights of Obligee only to the extent of such payment.

6. REMEDIES; LIMITATION OF LIABILITY

6.1 The remedies provided to Obligee under this Bond are cumulative and not exclusive. Obligee's recovery shall be limited to direct damages not exceeding the Penal Sum. Neither party shall be liable for consequential, incidental, punitive or exemplary damages except to the extent such damages are awarded and covered within the Penal Sum.

7. NOTICES

7.1 All notices required or permitted under this Bond shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses designated above. Notice shall be effective upon receipt.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that it has full power and authority to enter into this Bond, that this Bond constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, and that the execution and delivery of this Bond will not violate any other agreement or law to which it is subject.

9. GOVERNING LAW; JURISDICTION

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

10. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; WAIVER; COUNTERPARTS

10.1 Entire Agreement. This Bond, together with any documents incorporated by reference, 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 Amendment. No amendment, modification or waiver of any provision of this Bond shall be effective unless in writing and signed by both parties.

10.3 Severability. If any provision of this Bond is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

10.4 Waiver. No waiver by any party of any breach of any provision of this Bond shall be construed as a waiver of any subsequent breach of the same or any other provision.

10.5 Counterparts. This Bond may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

ADDITIONAL PROVISIONS

11.1 Attorneys' Fees. If any action is brought to enforce any provision of this Bond, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party, in addition to any other relief awarded.

11.2 No Assignment. Neither party may assign its rights or delegate its obligations under this Bond without the prior written consent of the other party, which consent shall not be unreasonably withheld.

SCHEDULE: UNDERLYING OBLIGATION DETAILS

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