Legal Contract Declaration

LEGAL CONTRACT DECLARATION

This Legal Contract Declaration (the "Declaration") is made and entered into as of Effective Date: by and between Party A Name: , Entity Type: , organized under the laws of State of: , with principal address: and Party B Name: , Entity Type: , organized under the laws of State of: , with principal address: .

RECITALS

WHEREAS, Party A and Party B desire to set forth certain material facts, declarations and mutual commitments relating to the subject matter described as: ;

WHEREAS, the parties intend that this Declaration serve as a definitive statement of the parties' present intentions, representations and agreed obligations with respect to the subject matter and to be relied upon by each party in undertaking specified actions;

WHEREAS, the parties acknowledge and agree that the statements and commitments set forth herein shall be legally binding in accordance with the terms and conditions of this Declaration.

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

1. DEFINITIONS

Capitalized terms used in this Declaration shall have the meanings ascribed to them in this Section. "Declared Obligations" means the specific obligations and commitments described in Section 2. "Effective Date" means the date set forth above. Terms not otherwise defined shall have their plain and ordinary meanings.

2. DECLARATION OF FACTS AND INTENT

Each party hereby affirms, represents and declares that the following statements are true and accurate as of the Effective Date and shall be deemed material to this Declaration:

The parties declare that the matters set forth in the foregoing statement are accurate to the best of their knowledge and that they intend to be legally bound by the commitments and acknowledgements herein.

3. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full power, authority and capacity to enter into and perform this Declaration; and (c) the execution and delivery of this Declaration and the performance of its obligations hereunder have been duly authorized by all necessary corporate, partnership or other organizational action.

Party A further represents that it has disclosed all material facts known to it that could reasonably be expected to affect Party B's decision to rely upon this Declaration: Disclosure complete

Party B further represents that it has disclosed all material facts known to it that could reasonably be expected to affect Party A's decision to rely upon this Declaration: Disclosure complete

4. OBLIGATIONS AND PERFORMANCE

The parties agree to perform the obligations set forth in this Declaration in good faith and with due diligence. Specific obligations of each party are:

5. TERM AND TERMINATION

This Declaration shall commence on the Effective Date and continue in full force and effect for a period of Term: unless earlier terminated in accordance with this Section. Either party may terminate this Declaration upon material breach by the other party that remains uncured for a period of Cure Period (days): days after written notice.

6. CONFIDENTIALITY

Each party shall maintain in confidence all confidential information disclosed pursuant to this Declaration and shall not disclose such information to any third party except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein. Confidential information shall not include information that is publicly known through no fault of the recipient or that is rightfully received from a third party without breach of any obligation of confidentiality.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of its representations, warranties or obligations under this Declaration, except to the extent such losses result from the gross negligence or willful misconduct of the indemnified party.

8. LIMITATION OF LIABILITY

Except for breaches of confidentiality or claims arising from willful misconduct or fraud, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party for any claim arising under this Declaration shall be limited to Direct Damages up to the amount of .

9. NOTICES

All notices, consents and other communications required or permitted under this Declaration shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by a nationally recognized overnight courier to the addresses set forth below or to such other address as a party designates by notice to the other party.

10. AMENDMENT; WAIVER

This Declaration may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Declaration will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any other or further exercise of that right.

11. GOVERNING LAW; VENUE

This Declaration shall be governed by and construed in accordance with the laws of the State of: without regard to conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Declaration.

12. ENTIRE AGREEMENT; SEVERABILITY

This Declaration constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. If any provision of this Declaration is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS

This Declaration 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. Facsimile or electronic signatures shall be binding and constitute original signatures for all purposes.

14. CERTIFICATION

By signing below, each signatory certifies that: (a) they are duly authorized to execute this Declaration on behalf of the party for which they sign; (b) the facts and commitments set forth herein are true and complete to the best of their knowledge; and (c) they understand that this Declaration creates binding legal obligations.

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