Legal Comments Form

LEGAL COMMENTS FORM

This Legal Comments Form (the "Form") is made effective as of by and between Party A Name: and Party B Name: .

RECITALS

WHEREAS, the parties are negotiating the agreement titled dated (the "Draft Agreement"); and

WHEREAS, the parties desire to record formal written comments, proposed language and the status of each comment concerning the Draft Agreement so that the parties have a clear written record of issues raised in the course of negotiation; and

WHEREAS, the parties acknowledge that submission of comments pursuant to this Form does not itself amend or bind the Draft Agreement unless expressly agreed in writing and executed by authorized representatives of the parties.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SUBMISSION OF COMMENTS

1.1 Each comment must identify the precise location in the Draft Agreement (section, page and paragraph), state the nature of the concern, and where applicable propose specific replacement language. Comments provided on this Form shall be deemed a record of positions taken by the submitting party for negotiation purposes.

Document or Section Being Commented On

Comment Summary

Proposed Replacement Language (if any)

1.2 If additional pages or attachments are used to list comments or proposed redlines, each attachment must be sequentially numbered and appended to this Form. The parties shall initial each page of additional attachments.

2. CONFIDENTIALITY OF COMMENTS

2.1 Comments submitted under this Form shall be treated as confidential by the receiving party to the same extent as drafts and negotiation materials pursuant to any existing confidentiality agreement between the parties. Absent such agreement, comments shall be treated as confidential and used solely for the purpose of negotiation and preparation of final contract language.

2.2 Notwithstanding the foregoing, a party may disclose comments to its legal, financial and other professional advisors as reasonably necessary, provided such advisors are bound to confidentiality obligations at least as protective as those herein.

3. NO ADMISSION; NO WAIVER

3.1 The submission of comments is for negotiation only and shall not be construed as an admission of fact, an acceptance of liability, nor shall it constitute an offer or acceptance of contractual terms unless expressly set forth in a subsequently executed written agreement. Neither party shall be deemed to have waived any rights, remedies or defenses by submitting comments under this Form.

4. INCORPORATION; EFFECT OF AGREEMENT

4.1 Except as otherwise expressly stated in a subsequently executed writing signed by authorized representatives of both parties, no comment, proposed redline or annotation included on or attached to this Form shall alter, modify or amend the Draft Agreement.

5. REPRESENTATIONS AND AUTHORITY

5.1 Each party represents and warrants that the person executing this Form on its behalf has the full power and authority to submit comments and to bind the party with respect to matters expressly agreed in writing following negotiation.

6. NOTICES

6.1 All notices, requests, consents and other communications required or permitted under this Form shall be in writing and delivered to the addresses set forth below for each party.

Notices to Party A

Notices to Party B

7. GOVERNING LAW; VENUE

7.1 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. Exclusive venue for disputes arising under or related to this Form shall be the courts located in the county designated by the governing state's law unless otherwise agreed in writing.

8. ENTIRE AGREEMENT; SEVERABILITY

8.1 This Form constitutes the entire written record of the comments described herein and supersedes any prior written or oral statements regarding the comments submitted on the same subject matter. To the extent any provision of this Form is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

9. AMENDMENT; WAIVER; COUNTERPARTS

9.1 This Form may be amended only by a written instrument executed by authorized representatives of both parties. No waiver of any provision of this Form will be effective unless in writing signed by the party against whom enforcement is sought. This Form 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.

10. ADDITIONAL STATEMENTS

10.1 The parties may, but are not required to, initial or sign individual comment pages or attachments to indicate their agreement or objection to particular entries. Where a party initials a page, such initials are only evidence of review and do not by themselves convert a comment into an agreed amendment to the Draft Agreement.

Additional Comments or Attachments (describe)

The undersigned certify that they are duly authorized to submit the foregoing comments on behalf of the respective party and that the statements set forth in this Form are true to the best of their knowledge.

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