Legal Breach and Termination Agreement

LEGAL BREACH AND TERMINATION AGREEMENT

This Legal Breach and Termination Agreement (the Agreement) is made and entered into as of by and between Party A: , with principal address at , and Party B: , with principal address at .

RECITALS

WHEREAS, the parties entered into an agreement entitled dated (the Underlying Agreement); and

WHEREAS, Party A asserts that Party B has committed one or more material breaches of the Underlying Agreement and Party B acknowledges certain acts or omissions identified by the parties as described below; and

WHEREAS, the parties desire to resolve all disputes, settle claims arising out of the Underlying Agreement, and provide for the termination of the Underlying Agreement on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for 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: (a) "Effective Date" means the date set forth above; (b) "Claim" means any claim, demand, cause of action, suit, arbitration, or proceeding of any kind arising out of or relating to the Underlying Agreement; and (c) "Party" or "parties" means Party A and Party B collectively or individually as the context requires.

2. ACKNOWLEDGMENT OF BREACH

Party identified as responsible for breach: hereby acknowledges that it has committed the following material breach(es) of the Underlying Agreement:

The parties agree that the breaches described above constitute material defaults permitting termination pursuant to the terms of this Agreement.

3. TERMINATION OF UNDERLYING AGREEMENT

Effective as of , the Underlying Agreement shall be terminated without further action by the parties. From and after the termination effective date, neither party shall have any further obligations under the Underlying Agreement except as expressly set forth in this Agreement or to the extent obligations are stated to survive termination in this Agreement.

4. CONSIDERATION AND PAYMENT

As consideration for the mutual releases and termination set forth herein, Party agrees to pay to Party the sum of $ (Settlement Amount) according to the following schedule:

All payments shall be made without set-off, deduction or counterclaim, and time is of the essence for all payment obligations.

5. MUTUAL RELEASE

In consideration of the payments and covenants set forth in this Agreement, each party, on behalf of itself and its past and present officers, directors, agents, employees, affiliates, successors and assigns, hereby fully, finally and forever releases, remises and discharges the other party and its past and present officers, directors, agents, employees, affiliates, successors and assigns from any and all claims, demands, liabilities, obligations, actions or causes of action, whether known or unknown, suspected or unsuspected, which such releasing party ever had, now has or may hereafter have arising out of or related to the Underlying Agreement or the subject matter thereof through the Effective Date, except for claims arising from a party's willful misconduct or fraud.

6. CONFIDENTIALITY

The parties agree to keep the terms, amount, and existence of this Agreement confidential and not to disclose such information to any third party except as required by law or to the extent disclosure is reasonably necessary to enforce this Agreement or seek professional advice. Each party shall take commercially reasonable measures to prevent disclosure.

7. RETURN OF PROPERTY

Each party shall promptly return to the other all confidential information, documents, equipment and other property belonging to the other party within days of the Effective Date, and shall certify in writing the return or destruction of such materials upon request.

8. COOPERATION AND FURTHER ASSURANCES

Each party agrees to execute and deliver such further documents and to take such further actions as may be reasonably necessary to carry out the purposes of this Agreement and to effectuate the termination and releases provided herein.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

10. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from any breach by the indemnifying party of its representations, warranties or covenants in this Agreement, except to the extent caused by the indemnified party's own gross negligence or willful misconduct.

11. NOTICES

All notices or communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party designates by written notice):

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising under this Agreement.

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

This Agreement 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. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver, and no waiver of any breach shall operate as a waiver of any other or subsequent breach. 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.

14. COSTS AND ATTORNEYS' FEES

In the event of any dispute arising under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorneys' fees incurred in enforcing its rights hereunder, in addition to any other relief awarded by a court of competent jurisdiction.

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