Legal Commitment Template

LEGAL COMMITMENT AGREEMENT

This Legal Commitment Agreement (the "Agreement") is made and entered into as of by and between Commitor: with principal address , and Beneficiary: with principal address .

RECITALS

WHEREAS, Commitor has the capacity and authority to undertake certain obligations for the benefit of Beneficiary and desires to make a legally enforceable commitment to perform such obligations under the terms set forth herein;

WHEREAS, Beneficiary desires to obtain and rely upon Commitor's commitment and will act in reliance on the representations, warranties and covenants contained in this Agreement;

WHEREAS, the parties desire to set forth the specific terms, conditions and remedies governing the commitment, including conditions precedent, representations and remedies for breach.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein and 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. "Commitment" means the obligations of Commitor described in Section 2. "Commitment Amount" means the aggregate obligation amount to be provided by Commitor: (USD). "Effective Date" means the date set forth above. "Confidential Information" means information designated as confidential or which reasonably should be understood to be confidential.

2. COMMITMENT

2.1 Commitment Obligation. Subject to the terms and conditions of this Agreement, Commitor irrevocably commits to undertake the actions described below for the benefit of Beneficiary:

2.2 Funding or Performance Schedule. Commitor shall satisfy the Commitment in accordance with the following schedule or milestones:

3. CONDITIONS PRECEDENT

The obligation of Commitor to perform under this Agreement is subject to the prior satisfaction (or waiver in writing by Commitor) of the following conditions precedent:

All required documents executed by the parties and delivered to Commitor.

No material default or breach of this Agreement by Beneficiary or any representation or warranty of Beneficiary is untrue in any material respect.

Receipt by Commitor of such opinions, certificates or other assurances as Commitor may reasonably request with respect to legal compliance, authority and enforceability.

4. TERM; TERMINATION

4.1 Term. The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Agreement.

4.2 Termination Events. This Agreement may be terminated upon the occurrence of any of the following events: material breach by the other party that remains uncured for thirty (30) days following written notice; insolvency of a party; or mutual written agreement of the parties.

5. REPRESENTATIONS AND WARRANTIES

5.1 Mutual Representations. Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; and (c) the execution and delivery of this Agreement and the performance of its obligations will not violate any applicable law or contractual obligation.

5.2 Additional Representations of Commitor. Commitor further represents that the Commitment will be performed in accordance with the schedule and standards set forth herein and that there are no undisclosed facts that would materially impair Commitor's ability to perform.

6. COVENANTS

Each party covenants to cooperate in good faith to effectuate the Commitment, to provide such additional information and documentation as is reasonably requested by the other party, and to comply with all applicable laws and regulations in performing its obligations under this Agreement.

7. DEFAULT AND REMEDIES

Upon a material default by a party, the non-defaulting party shall provide written notice specifying the nature of the default. If the defaulting party fails to cure within thirty (30) days, the non-defaulting party may pursue all remedies available at law or in equity, including specific performance, injunctive relief and damages. The remedies provided herein are cumulative and not exclusive.

8. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (the "Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Agreement, any negligent or willful misconduct, or any inaccuracy in any representation or warranty of the Indemnifying Party.

9. CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose Confidential Information received from the other party, except as required by law or with the prior written consent of the disclosing party. The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years, unless a different duration is agreed in writing:

10. NOTICES

Notices to Commitor

Notices to Beneficiary

Notices shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or other method mutually agreed in writing, and shall be effective upon receipt.

11. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver. No waiver of any breach shall constitute a waiver of any subsequent breach.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law provisions.

13. ENTIRE AGREEMENT

This Agreement, together with any documents expressly incorporated herein, 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.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

15. COUNTERPARTS

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. Signatures delivered by electronic transmission shall be binding.

The undersigned each represent and warrant that they have full authority to execute and deliver this Agreement on behalf of the party for which they sign and that this Agreement constitutes a legal, valid and binding obligation of such party enforceable in accordance with its terms.

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