Legal Conditions Form

LEGAL CONDITIONS FORM

This Legal Conditions Form (the agreement) is made and entered into as of Effective Date: by and between Party A: , Entity Type: Corporation LLC Individual, Principal Address: ; and Party B: , Entity Type: Corporation LLC Individual, Principal Address: .

RECITALS

WHEREAS, Party A and Party B desire to set forth certain conditions, obligations, and procedures governing the performance of specified obligations and the release or delivery of assets, information, or approvals under separate arrangements between them;

WHEREAS, the parties intend that the conditions described in this document operate as conditions precedent to specified duties and that remedies for failure to satisfy conditions be allocated as provided herein;

WHEREAS, the parties wish to record certain mutual covenants, representations, warranties, and procedures to secure performance and to provide for notice, dispute resolution, and governing law.

NOW, THEREFORE

In consideration of the mutual covenants, agreements and representations contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Effective Date" means the date set forth above. 1.2 "Conditions" means the specific prerequisites enumerated in Section 2 that must be satisfied or waived prior to the commencement of the Obligations. 1.3 "Confidential Information" means non-public information disclosed by a party that is marked confidential or that a reasonable person would understand to be confidential under the circumstances.

2. CONDITIONS PRECEDENT

2.1 The obligations of each party under this Agreement are subject to the satisfaction, on or before the Condition Deadline: , of the following conditions precedent unless expressly waived in writing by the party for whose benefit the condition exists:

(a) Delivery of all required corporate or organizational authorizations and minutes evidencing authority to enter into this Agreement; (b) Receipt by each party of all third-party consents, approvals, permits, or notices identified in Schedule A to be provided prior to performance; (c) No Material Adverse Change in the financial condition or business operations of either party as described in the disclosure attached hereto.

2.2 Any party intending to rely on a failure of a condition must notify the other party promptly and provide reasonable detail of the basis for such reliance.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants to the other that: (a) it is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full corporate or other power and authority to enter into this Agreement and to perform its obligations hereunder; and (c) execution and delivery of this Agreement and the performance by it will not violate any material agreement to which it is a party.

3.2 Each party further represents that all information provided in writing to the other party in connection with the Conditions is true and complete in all material respects as of the date provided. Disclosures required under this Section shall be set forth in a Disclosure Schedule:

4. COVENANTS

4.1 Each party covenants to use commercially reasonable efforts to satisfy the Conditions and to cooperate in good faith with the other party to obtain any required consents. 4.2 Without limiting the foregoing, neither party shall take any action that would reasonably be expected to prevent satisfaction of any Condition or to materially delay performance.

5. CONFIDENTIALITY

5.1 Each party shall hold Confidential Information in strict confidence, shall not use it except to perform under this Agreement, and shall not disclose it to any third party except as required by law or to those employees, agents or advisors who have a need to know and who are bound to maintain confidentiality no less protective than this Agreement. 5.2 The obligations set forth in this Section shall survive termination for a period of three (3) years.

6. INDEMNIFICATION

6.1 Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) 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 its representations, warranties or covenants contained in this Agreement or from its gross negligence or willful misconduct.

7. LIMITATION OF LIABILITY

7.1 Except for liabilities arising from fraud, willful misconduct, or each party's indemnification obligations under Section 6, neither party shall be liable to the other for punitive, special, incidental or consequential damages, and each party's aggregate liability for any claim shall not exceed the direct damages proven and limited to the amount of fees actually paid between the parties in the twelve (12) months preceding the claim.

8. TERM AND TERMINATION

8.1 This Agreement shall commence on the Effective Date and shall continue until the earlier of (a) the mutual written termination of the parties, (b) the satisfaction or waiver of all Conditions, or (c) termination for material breach in accordance with subsection 8.2.

8.2 Upon written notice specifying the nature of the alleged breach, the non-breaching party may terminate this Agreement if the breaching party fails to cure a material breach within thirty (30) days after receipt of such notice.

9. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic transmission with confirmation of receipt.

10. AMENDMENTS; WAIVER

10.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. 10.2 No failure or delay by either party in exercising any right, power or remedy will operate as a waiver thereof.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the State specified for Governing Law: without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

This Agreement, together with any schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating thereto.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, business and other purposes of the invalid provision.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Facsimile or electronic signatures shall be binding to the same extent as original signatures.

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