Legal Contingency Addendum

LEGAL CONTINGENCY ADDENDUM

This Legal Contingency Addendum (the "Addendum") is made and entered into as of Effective Date: by and between Party A Name: , Entity Type: Corporation LLC Individual; and Party B Name: , Entity Type: Corporation LLC Individual.

RECITALS

WHEREAS, Party A and Party B are parties to a certain agreement described as Agreement Title: dated Date of Agreement: (the "Agreement"); and

WHEREAS, the parties desire to set forth certain contingencies, deadlines and procedures by which performance under the Agreement will be conditioned, extended, cured or terminated.

NOW, THEREFORE, in consideration of the mutual promises and 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. DEFINITIONS

For purposes of this Addendum the following terms have the meanings set forth below. "Contingency" means any condition precedent identified in Section 2 whose satisfaction is required prior to the obligated performance date under the Agreement. "Contingency Deadline" means the date by which a Contingency must be satisfied as set forth in Section 2. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

2. CONTINGENCY CONDITIONS

The parties agree that the following contingencies shall apply to the obligations described in the Agreement. The party asserting a contingency shall act in good faith and shall use commercially reasonable efforts to obtain satisfaction of each applicable contingency prior to the applicable Contingency Deadline.

3. PERFORMANCE PENDING SATISFACTION

Except as otherwise provided herein, the parties' obligations under the Agreement shall remain in abeyance with respect to those obligations directly affected by an unsatisfied Contingency until such Contingency is satisfied or waived in accordance with Section 6. The party for whose benefit the Contingency exists may elect to proceed with performance notwithstanding an unsatisfied Contingency, provided that such election shall not waive any remedy related to failure to satisfy other contingencies.

4. GOOD FAITH, COOPERATION AND MITIGATION

Each party shall act in good faith and shall use commercially reasonable efforts to assist and cooperate with the other party to obtain satisfaction of the contingencies set forth herein, including providing required information and executing reasonably necessary consents or documents. A party claiming that a contingency has not been satisfied shall notify the other party in writing and shall identify steps that, if taken, would result in satisfaction of the contingency.

5. TERMINATION, CURE AND REMEDIES

If a Contingency is not satisfied by the Contingency Deadline, the non-defaulting party shall provide written notice to the defaulting party specifying the unsatisfied Contingency and, if applicable, any opportunity to cure in the Cure Period. If the Contingency remains unsatisfied at the expiration of such Cure Period, the non-defaulting party may (a) elect to terminate the Agreement without further liability, (b) waive the unsatisfied Contingency in writing, or (c) pursue any other remedy available at law or equity. Termination pursuant to this Section shall be without prejudice to any party's rights with respect to breaches occurring prior to termination.

6. EXTENSIONS AND WAIVERS

Deadlines established by this Addendum may be extended only by written agreement executed by both parties. Any waiver of a Contingency or of a party's rights under this Addendum must be made in writing and signed by the party granting the waiver; no course of dealing, failure to insist upon strict compliance, or the granting of a time extension shall constitute a waiver of any provision unless expressly set forth in a signed writing.

7. NOTICES

All notices required or permitted under this Addendum shall be 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). Notice shall be effective upon receipt when delivered by hand or by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, first-class, postage prepaid.

8. AMENDMENTS AND COUNTERPARTS

This Addendum may be amended only by a written instrument signed by both parties. 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 electronically or by facsimile shall be binding for all purposes.

9. GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the Governing State: without regard to conflict of laws principles that would require the application of the laws of another jurisdiction.

10. 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 agreements, negotiations and understandings, whether written or oral, relating to such subject matter.

11. SEVERABILITY

If any provision of this Addendum is held 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, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic and legal effect intended.

12. MISCELLANEOUS

The parties acknowledge that this Addendum was negotiated at arm's length and that each has had the opportunity to be represented by counsel. Headings are for convenience only and shall not affect interpretation. Remedies provided herein are cumulative and in addition to any other remedies available at law or in equity.

Execution of this Addendum by the parties below confirms their agreement to be bound by its terms.

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