Legal Contract Duplicate

LEGAL CONTRACT DUPLICATE

This Legal Contract Duplicate (the "Duplicate") is made effective as of by and between Party A Name: (Party A), and Party B Name: (Party B).

Duplicate Reference Number: . Original Agreement Title: . Original Agreement Date: .

RECITALS

WHEREAS, Party A and Party B entered into an agreement described above (the "Original Agreement") and require a formally executed duplicate of that Original Agreement for the purposes of record-keeping, enforcement, and delivery to third parties;

WHEREAS, the parties intend that this Duplicate shall be an exact duplicate of the Original Agreement in all material respects and shall be accorded the same legal force and effect as an original signed copy; and

WHEREAS, the parties desire to record certain administrative details and designate contact information for notices in connection with the Original Agreement and this Duplicate.

NOW, THEREFORE

In consideration of the mutual covenants set forth in the Original Agreement and the recitals above, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used but not defined in this Duplicate shall have the meanings given to them in the Original Agreement. For purposes of clarification, "Duplicate" means this instrument, which replicates the Original Agreement in its entirety and is intended to be treated as an original executed counterpart.

2. EFFECT OF DUPLICATE

2.1 This Duplicate constitutes an exact duplicate and shall have the same legal effect, validity and enforceability as an original signed copy of the Original Agreement. Any reference in the Original Agreement to "this Agreement", "herein" or similar terms shall be construed to include this Duplicate.

2.2 Each party acknowledges and confirms that all signatures appearing on the Original Agreement are valid, and that this Duplicate is executed to evidence the same commitments and obligations as the Original Agreement, without amendment, except as expressly set forth in writing and signed by both parties.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants that (a) it has full power and authority to execute and deliver this Duplicate and to perform its obligations under the Original Agreement; (b) the execution and performance of this Duplicate does not and will not violate any applicable law, regulation, or contractual restriction binding on such party; and (c) the person executing this Duplicate on behalf of such party is duly authorized to do so.

4. CONFIDENTIALITY

Information exchanged or referenced in this Duplicate that is confidential under the Original Agreement shall continue to be subject to the confidentiality and non-disclosure obligations set forth in the Original Agreement. Nothing in this Duplicate expands or reduces such obligations except as expressly provided herein.

5. NOTICE AND CONTACT INFORMATION

Formal notices required under the Original Agreement or this Duplicate shall be provided to the addresses set forth above and shall be effective as provided in the Original Agreement.

6. ASSIGNMENT

Neither party may assign or transfer its rights or obligations under the Original Agreement or this Duplicate without the prior written consent of the other party, except to a successor in interest by merger, acquisition or sale of all or substantially all assets, provided that the assignee assumes the assigning party's obligations in writing.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any claim, loss, liability, damage or expense (including reasonable attorneys' fees) arising out of the indemnifying party's breach of its representations, warranties or covenants in the Original Agreement or this Duplicate.

8. LIMITATION OF LIABILITY

Except to the extent otherwise provided in the Original Agreement, neither party shall be liable for consequential, incidental, special or punitive damages, and each party's aggregate liability shall be limited as set forth in the Original Agreement.

9. TERMINATION

This Duplicate does not, by itself, amend or terminate the Original Agreement. Any right of termination shall be exercised only in accordance with the terms of the Original Agreement, except where a signed written amendment expressly provides otherwise.

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of the Original Agreement shall be effective unless made in a writing signed by authorized representatives of both parties. No failure or delay in exercising any right will operate as a waiver.

11. COUNTERPARTS; ELECTRONIC SIGNATURES

This Duplicate 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 means, including facsimile or scanned copies of signature pages, shall be deemed to be original signatures and binding for all purposes.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Duplicate shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Original Agreement. If no jurisdiction is specified therein, the laws of the state indicated here shall govern:

12.2 Entire Agreement. This Duplicate and the Original Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, whether written or oral.

12.3 Severability. If any provision of this Duplicate is held invalid or unenforceable, the remainder of this Duplicate shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

13. ADMINISTRATIVE INFORMATION

Individual    Corporation    Limited Liability Company    Other

Individual    Corporation    Limited Liability Company    Other

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