Legal Contract Meanings

LEGAL CONTRACT MEANINGS AGREEMENT

This Legal Contract Meanings Agreement ("Agreement") is made and entered into as of by and between Party A: , whose principal address is , and Party B: , whose principal address is .

RECITALS

WHEREAS, the parties have entered into one or more agreements, instruments or arrangements (collectively, the "Underlying Agreements") in which defined terms and rules of interpretation are material to the parties' rights and obligations; and

WHEREAS, the parties desire to establish uniform definitions and interpretation principles to be applied to terms used in the Underlying Agreements to avoid ambiguity and disputes;

WHEREAS, the parties agree that certain terms shall have the meanings set forth in this Agreement and that rules of interpretation set forth herein shall govern the construction of defined terms in the Underlying Agreements.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Legal Contract Meanings Agreement and any schedules or exhibits attached hereto.

1.2 "Effective Date" means the date first set forth above.

1.3 "Confidential Information" means all non-public information disclosed by one party to the other which a reasonable person would consider confidential, including but not limited to business plans, technical data, pricing, and proprietary methods; Confidential Information does not include information that (a) is or becomes generally available to the public through no breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

1.4 "Include" and "Including" shall be construed to mean "including, without limitation" and shall not limit the preceding general statement.

1.5 "Business Day" means any day other than a Saturday, Sunday or other day on which banking institutions in the jurisdiction specified in Section 12 are authorized or required to be closed.

1.6 Specific Defined Terms. The following terms shall have the meanings set forth below. For any term not expressly defined in this Agreement, the meaning shall be ascribed in the Underlying Agreements unless a conflict exists, in which case the definition set forth herein controls.

2. RULES OF INTERPRETATION

2.1 Headings and Captions. Section headings and captions in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.

2.2 Singular and Plural; Gender. Unless the context otherwise requires, words in the singular include the plural and vice versa, and words denoting a gender include all genders.

2.3 Construing Ambiguities. No provision of this Agreement shall be construed against a party by reason of such party having drafted such provision. Where a term is defined, such definition shall apply equally to the singular and plural and to the masculine, feminine and neuter forms of such term.

2.4 Precedence. In the event of an express conflict between the definitions or rules of interpretation set forth in this Agreement and those in any Underlying Agreement, the definitions and rules of interpretation set forth in this Agreement shall govern to the extent necessary to resolve such conflict.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants that it has full corporate or legal power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other organizational action.

3.2 No Representation of Legal Effect on Third Parties. The parties acknowledge that this Agreement establishes interpretive rules and definitions between the parties and does not by itself create rights in third parties unless expressly provided.

4. APPLICATION; SCOPE

4.1 Application. The definitions and interpretive rules in this Agreement shall apply to all Underlying Agreements executed by the parties on or after the Effective Date and shall apply to the interpretation of existing Underlying Agreements to the extent the parties agree in writing to incorporate this Agreement by reference.

4.2 Conflicting Definitions. If an Underlying Agreement contains a definition for a term also defined in this Agreement, the parties shall follow the rule in Section 2.4 regarding precedence; absent an express conflict, the most specific definition applicable to the particular transaction shall control.

5. NOTICES

All notices, demands and communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) Business Days after deposit in the United States mail, certified or registered, postage prepaid, addressed as follows:

6. AMENDMENT; WAIVER

6.1 This Agreement may be amended or modified only by a written instrument executed by both parties. No course of dealing, failure to enforce any provision, or delay shall operate as a waiver of any right under this Agreement unless set forth in a written waiver executed by the party waiving compliance.

7. COUNTERPARTS; EXECUTION

7.1 This Agreement 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 transmitted by facsimile or electronic image shall be deemed to be original signatures for all purposes.

8. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

8.1 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.

8.2 Severability. If any provision of this Agreement is finally determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the parties' intent to the greatest extent lawful.

8.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

9. MISCELLANEOUS

9.1 Remedies. The parties acknowledge that money damages may be an inadequate remedy for breach of this Agreement and that each party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law or in equity.

9.2 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, sale of substantially all assets, or other change of control, provided that the assignee assumes all obligations hereunder.

9.3 Survival. The definitions and rules of interpretation in this Agreement shall survive termination of any Underlying Agreement to the extent necessary to interpret any obligation arising thereunder.

SIGNATURES

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