Legal Changes Form

LEGAL CHANGES FORM

This Legal Changes Form (the "Form") is made and entered into as of Effective Date: by and between Party A: with principal place of business at , and Party B: with principal place of business at .

RECITALS

WHEREAS, Party A and Party B are parties to a certain existing written agreement dated (the "Existing Agreement"); and

WHEREAS, the parties desire to document and approve certain changes, modifications, or updates to the Existing Agreement as set forth in this Form, and to confirm the effect of such changes on the parties' rights and obligations; and

WHEREAS, the parties intend that this Form constitute a binding amendment or change record to the Existing Agreement upon execution by authorized representatives of both parties.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Terms used in this Form that are defined in the Existing Agreement shall have the same meanings when used in this Form unless otherwise defined herein. For purposes of clarity, the following additional definitions apply:

"Change" means any addition, deletion, modification, or clarification to the Existing Agreement described in Section 3 below. "Implementation Date" means the date on which the changes described herein will take effect, as set forth in Section 4.

2. AUTHORIZATION

Each party represents and warrants that it has the full right, power, and authority to enter into this Form, and that the person executing this Form on its behalf is duly authorized to do so. This Form constitutes an authorized modification of the Existing Agreement only to the extent explicitly set forth herein.

3. DESCRIPTION OF LEGAL CHANGES

The parties hereby agree the Existing Agreement shall be changed as follows. The changes below shall govern to the extent of any conflict between this Form and the Existing Agreement.

4. EFFECTIVE DATE AND TERM

The changes described in Section 3 shall become effective on Implementation Date: unless otherwise stated herein. Any change to the Implementation Date must be agreed in writing by authorized representatives of both parties.

5. IMPLEMENTATION, COSTS, AND ALLOCATION

The parties agree to use commercially reasonable efforts to implement the changes described in Section 3 in accordance with any schedule set forth below and to allocate costs as follows.

Cost Allocation (select all that apply): Party A responsible Party B responsible Shared proportional to contribution

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization; (b) it has full corporate power and authority to execute and deliver this Form and to perform its obligations hereunder; and (c) the execution and delivery of this Form and the performance of its obligations hereunder do not and will not violate any agreement or legal obligation binding on it.

7. CONFIDENTIALITY

Unless otherwise agreed in writing, all non-public information disclosed in connection with the negotiation or implementation of the changes described in this Form shall be treated as confidential in accordance with the confidentiality provisions of the Existing Agreement. If the Existing Agreement does not contain confidentiality provisions, the parties agree to maintain the confidentiality of such information and not to disclose it except as required by law.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Form or its willful misconduct in implementing the changes set forth herein.

9. EFFECT ON EXISTING AGREEMENT

Except as expressly modified by this Form, the Existing Agreement remains in full force and effect. To the extent of any conflict between this Form and the Existing Agreement, the terms of this Form shall control.

10. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, certified mail (return receipt requested), or by email where the receiving party has consented to electronic notice.

11. AMENDMENT; WAIVER

This Form may be amended or modified only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Form will operate as a waiver of that right.

12. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

13. ENTIRE AGREEMENT

This Form, together with the Existing Agreement as modified by this Form, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to such subject matter.

14. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS

This Form 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. Electronic or facsimile signatures shall be binding for all purposes.

16. AUTHORIZED REPRESENTATIVES

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