Legal Confirmation Document

LEGAL CONFIRMATION DOCUMENT

This Legal Confirmation Document (the "Confirmation") is made and entered into as of Effective Date: by and between Party A: , with principal address at , and Party B: , with principal address at .

RECITALS

WHEREAS, Party A and Party B previously entered into certain agreement(s) identified as dated (the "Agreement"); and

WHEREAS, the parties desire to confirm certain factual matters, obligations, and the scope of performance under the Agreement and to set forth mutual acknowledgements and remedies in the event of dispute or breach; and

WHEREAS, the parties wish to reduce to writing those confirmations and agreements reflected herein to avoid ambiguity and to facilitate enforceability.

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

1. DEFINITIONS

Unless otherwise defined herein, capitalized terms used in this Confirmation shall have the meanings given to them in the Agreement. For purposes of this Confirmation, "Confirmed Terms" means the specific obligations, timelines, and amounts described in Section 2 and in Exhibit A as set forth and acknowledged by the parties.

2. CONFIRMATION OF TERMS

Each party hereby confirms and acknowledges that the material terms of the Agreement, as amended by any written memorandum executed by the parties, include the following confirmed items. The parties agree that the statements below are accurate and binding:

The parties agree that any payment obligations described above shall be due and payable in accordance with the schedule set forth in Exhibit A attached hereto. If no schedule is attached, payment shall be due within days of receipt of an undisputed invoice.

3. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to execute, deliver and perform this Confirmation; (b) the execution and delivery of this Confirmation and the performance of its obligations hereunder have been duly authorized by all necessary corporate or other organizational action; and (c) this Confirmation constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

4. COVENANTS

Each party covenants that it shall take all commercially reasonable actions necessary to perform the Confirmed Terms in good faith and in a timely manner. Where performance requires the delivery of documents or approvals, such items shall be provided no later than , unless otherwise mutually agreed in writing.

5. CONFIDENTIALITY

All non-public information exchanged between the parties in connection with the Agreement and this Confirmation shall be treated as Confidential Information. Each party shall use Confidential Information solely for the purposes of performance under this Confirmation and shall not disclose such information to any third party except as required by law or with the prior written consent of the disclosing party.

6. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of any representation, warranty or covenant made by the Indemnifying Party in this Confirmation.

7. NOTICES

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

8. AMENDMENTS; WAIVER

This Confirmation may be amended only by a writing signed by both parties. No failure or delay by either party in exercising any right hereunder shall be deemed a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or the exercise of any other right.

9. GOVERNING LAW

This Confirmation shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT

This Confirmation, together with the Agreement and any exhibits or schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether written or oral, relating to such subject matter.

11. SEVERABILITY

If any provision of this Confirmation is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall endeavor in good faith to replace any invalid, illegal or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

12. COUNTERPARTS

This Confirmation 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 facsimile or in portable document format (PDF) shall be binding and have the same force and effect as original signatures.

13. AUTHORITY

Each person signing this Confirmation on behalf of a party represents and warrants that they are duly authorized to execute and deliver this Confirmation and to bind the party for which they sign.

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