Legal Clarification Letter

LEGAL CLARIFICATION LETTER

This Legal Clarification Letter (the "Letter") is made and entered into as of Date: by and between Client Name: , a(n) ("Requesting Party"), and Respondent Name: , a(n) ("Responding Party").

RECITALS

WHEREAS, the Requesting Party and the Responding Party previously entered into an agreement entitled Agreement Title: , dated Effective Date of Agreement: (the "Agreement");

WHEREAS, a dispute or uncertainty has arisen concerning Clause Reference: of the Agreement and the proper interpretation of the rights, obligations, or procedures set forth therein; and

WHEREAS, the parties wish to record in writing the agreed clarification of the referenced provision to avoid future misunderstanding and to set forth the effect and limitations of such clarification.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used but not defined in this Letter shall have the meanings ascribed to them in the Agreement. For purposes of this Letter, "Clarified Provision" shall mean the specific language and interpretation set forth in Section 2 below.

2. CLARIFICATION

The parties hereby agree that the Clarified Provision for Clause Reference: shall be as follows:

3. SCOPE AND EFFECT

Except as expressly set forth in this Letter, the Clarified Provision is intended solely to clarify the parties' existing rights and obligations under the Agreement as of the date hereof. The Clarified Provision shall be binding on the parties to the extent permitted by law and shall be applied in the interpretation of the Agreement consistent with the parties' intent as stated herein.

This Letter does not, by implication or otherwise, alter any other provision of the Agreement unless the parties expressly so state in writing in accordance with Section 9 (Amendments).

4. AMENDMENT ELECTION

The parties acknowledge and agree that this Letter shall constitute an amendment to the Agreement only if the box below is checked and both parties execute this Letter with the explicit intention to amend:

This Letter is intended by the parties to constitute a formal amendment to the Agreement.

If the foregoing box is not checked, this Letter constitutes a binding clarification only and not an amendment.

5. CONFIDENTIALITY

The parties acknowledge that the Clarified Provision and the content of this Letter may constitute Confidential Information under the terms of the Agreement. Except as otherwise required by law or as permitted by the Agreement, neither party shall disclose this Letter or its terms to any third party without the prior written consent of the other party.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that (a) it has full power and authority to enter into this Letter; (b) the individual signing on its behalf is duly authorized to bind such party; and (c) the execution and delivery of this Letter and the performance of its obligations hereunder do not and will not violate any material agreement, law, or order applicable to such party.

7. RELIANCE; LIMITATION OF LIABILITY

Each party acknowledges that it has had the opportunity to seek independent legal advice regarding the Clarified Provision and the terms of this Letter and that neither party shall be liable for reliance upon the Clarified Provision beyond the express terms contained herein. Neither party shall be liable to the other for consequential, incidental, indirect, or punitive damages arising solely from the clarification set forth in this Letter, except to the extent such limitation is prohibited by applicable law.

8. NOTICES

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

9. AMENDMENTS; COUNTERPARTS; WAIVER

No modification, amendment or waiver of any provision of this Letter shall be effective unless in writing and signed by both parties. This Letter 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. No failure or delay by any party in exercising any right under this Letter shall operate as a waiver of such right.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Letter shall be governed by and construed in accordance with the laws of State of Governing Law: , without regard to its conflict of laws principles. If any provision of this Letter is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Letter, together with the Agreement, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements relating thereto, except to the extent expressly preserved in writing.

11. MISCELLANEOUS

The parties agree to cooperate in good faith to effectuate the intent of this Letter and to execute such further documents as may be reasonably necessary to carry out the terms hereof. Headings are for convenience only and shall not affect interpretation.

ACKNOWLEDGMENT

By signing below, each party acknowledges that it has read and understands this Letter, that it has had the opportunity to obtain independent legal advice, and that it agrees to be bound by the terms set forth herein.

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