Legal Contract Annexes

LEGAL CONTRACT ANNEXES

This Annexes Agreement (the Agreement) is made effective as of Effective Date: by and between Party A Name: whose principal address is Party A Address: and Party B Name: whose principal address is Party B Address: . The parties agree as follows.

RECITALS

WHEREAS, the parties entered into a primary agreement entitled Master Agreement: dated Master Agreement Date: (the Master Agreement); and

WHEREAS, the parties wish to identify certain annexes, schedules, exhibits and attachments that are incorporated into and form part of the Master Agreement; and

WHEREAS, the parties desire to memorialize the titles, descriptions, effective dates and the scope of incorporation of such annexes in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires: "Annex" means any schedule, exhibit, attachment or appendix listed in Section 2 and incorporated into the Master Agreement by reference; "Effective Date" means the Effective Date stated above; "Parties" means Party A and Party B as identified in this Agreement. Terms defined in the Master Agreement have the same meaning when used in this Agreement unless otherwise defined herein.

2. LIST OF ANNEXES

The annexes listed below are incorporated into and form part of the Master Agreement on the terms set forth in this Agreement. Each annex entry below contains the annex title, a brief description of its contents, the effective date of the annex and whether it is incorporated by reference into the Master Agreement.

3. INCORPORATION BY REFERENCE; ORDER OF PRECEDENCE

Each Annex identified in Section 2 that is marked as incorporated shall be, upon its stated effective date, incorporated by reference into the Master Agreement and shall have the same force and effect as if set forth in full in the Master Agreement. In the event of any inconsistency between the terms of the Master Agreement and any Annex, the order of precedence shall be: (a) written amendments executed by the parties after the Effective Date, (b) the Master Agreement, and (c) the applicable Annex, unless an Annex expressly states that it is intended to supersede a specific provision of the Master Agreement, in which case that Annex provision shall govern only to the extent expressly stated.

4. EFFECT OF ANNEXES; LIMITATION

No Annex shall expand or modify the rights or obligations of a party under the Master Agreement except to the extent expressly provided in such Annex and agreed in writing by both parties. Any provision in an Annex that purports to amend or supersede a material term of the Master Agreement must state with specificity the Master Agreement provision being amended and shall only be effective upon execution by authorized representatives of both parties.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full corporate or other organizational power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the person signing on its behalf is duly authorized to bind it to this Agreement; and (c) the information set forth in each Annex submitted by such party is true, complete and accurate to the best of that party's knowledge as of the Effective Date of that Annex.

6. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the contact details for each party set forth below or to such other address as a party may designate by notice in accordance with this Section.

7. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in a written instrument signed by authorized representatives of both parties. Failure or delay by a party to exercise any right shall not operate as a waiver of that right unless a written waiver is signed by the party waiving the right.

8. 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 principles.

9. ENTIRE AGREEMENT

This Agreement, together with the Master Agreement and any annexes incorporated pursuant to Section 2, 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, relating to such subject matter.

10. SEVERABILITY

If any provision of this Agreement 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.

11. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

12. ADDITIONAL PROVISIONS

Any party providing an Annex represents that it has the authority to provide the Annex and that no provision of any Annex violates any applicable law or third-party right. The parties agree to cooperate in good faith to execute any further documents reasonably necessary to give effect to the terms of any Annex.

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