Legal Conditions Addendum

LEGAL CONDITIONS ADDENDUM

This Legal Conditions Addendum (the "Addendum") is made and entered into as of , by and between Party A Name: , with principal place of business at , and Party B Name: , with principal place of business at .

RECITALS

WHEREAS, the parties entered into a written agreement entitled dated (the "Agreement");

WHEREAS, the parties desire to amend and supplement the Agreement by setting forth additional conditions, covenants, and obligations that shall govern certain aspects of the parties' performance under the Agreement;

WHEREAS, the parties intend that this Addendum operate concurrently with the Agreement and that, except as expressly modified herein, all terms and conditions of the Agreement remain in full force and effect;

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

1. DEFINITIONS

1.1 Capitalized terms used but not defined in this Addendum shall have the meanings assigned to them in the Agreement. For purposes of this Addendum, the following terms shall have the meanings set forth below:

"Specified Conditions" means the conditions and deliverables described in Section 2 of this Addendum and further described in the schedule attached hereto as Exhibit A, if any.

2. ADDITIONAL CONDITIONS

2.1 Conditions Precedent. The obligations of each party under the Agreement with respect to the matters described in this Addendum are expressly conditioned upon the satisfaction of the following conditions precedent prior to the Effective Date or within the timeframes specified below:

2.2 Certification of Satisfaction. Upon satisfaction of the foregoing conditions, the responsible party shall deliver written certification to the other party specifying compliance with each condition.

Conditions Certified: Condition A satisfied Condition B satisfied Other

3. ADDITIONAL OBLIGATIONS

3.1 Performance Standards. Each party agrees to perform the obligations described in this Addendum in a commercially reasonable manner and in accordance with industry standards applicable to the subject matter. Failure to meet the performance standards set forth herein shall constitute a breach of the Agreement.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants to the other that: (a) it has full corporate power and authority to execute and deliver this Addendum and to perform its obligations hereunder; (b) the execution, delivery and performance of this Addendum have been duly authorized by all necessary corporate or other action; and (c) this Addendum constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

4.2 Compliance. Each party further represents that, to the best of its knowledge, its performance of the obligations under this Addendum will comply with all applicable laws, rules and regulations.

5. CONFIDENTIALITY

5.1 Treatment of Information. All non-public information exchanged between the parties in connection with this Addendum shall be treated as Confidential Information under the Agreement and shall be subject to the confidentiality obligations set forth therein. Where the Agreement does not provide confidentiality protections, the parties agree to maintain in strict confidence all such non-public information and not to disclose it except as required by law.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 Indemnification. Each party agrees to indemnify, defend and hold harmless the other party from and against any and all claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from its breach of this Addendum or its gross negligence or willful misconduct in performing obligations hereunder.

6.2 Limitation of Liability. Except for liability arising from a party's willful misconduct, breach of confidentiality obligations, or indemnification obligations under Section 6.1, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party arising from or relating to this Addendum shall not exceed the amounts actually paid or payable under the Agreement in the twelve (12) months preceding the claim.

7. TERM AND TERMINATION

7.1 Term. The provisions of this Addendum shall commence on the Effective Date and shall continue in effect until unless earlier terminated in accordance with this Addendum or the Agreement.

7.2 Termination for Cause. Either party may terminate this Addendum for cause if the other party materially breaches any provision hereof and fails to cure such breach within days after receipt of written notice specifying the breach.

8. NOTICES

Notice to Party A

Notice to Party B

8.1 Delivery. Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above (or to such other address as a party may designate by notice in accordance with this Section).

9. AMENDMENTS; WAIVER

9.1 Amendments. Any amendment or modification to this Addendum must be in writing and signed by authorized representatives of both parties.

9.2 Waiver. No failure or delay by either party in exercising any right under this Addendum shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other or further exercise of that right.

10. GOVERNING LAW; VENUE

10.1 Governing Law. This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Addendum.

11. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

11.1 Entire Agreement. This Addendum, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral.

11.2 Severability. If any provision of this Addendum is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the greatest extent possible.

11.3 Counterparts. This Addendum 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 means shall be binding for all purposes.

12. MISCELLANEOUS

12.1 Assignment. Neither party may assign or transfer its rights or obligations under this Addendum without the prior written consent of the other party, except that either party may assign this Addendum in connection with a merger, sale of substantially all assets, or change of control provided that the assignee assumes all obligations hereunder.

12.2 Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the purposes of this Addendum.

EXHIBIT A (OPTIONAL)

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