Legal Contract Replacement

LEGAL CONTRACT REPLACEMENT AGREEMENT

This Contract Replacement Agreement (the Agreement) is made as of the Day Month Year (the Effective Date), by and between Party A: a Individual Corporation LLC, with principal place of business at and Party B: a Individual Corporation LLC, with principal place of business at .

RECITALS

WHEREAS, the parties previously entered into an agreement titled dated Day Month Year (the Original Agreement);

WHEREAS, the parties desire that, as of the Effective Date, the Original Agreement be replaced, superseded, and, to the extent set forth herein, novated and discharged as provided in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the terms under which obligations and liabilities under the Original Agreement are assigned, assumed, released, or otherwise modified.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context requires otherwise: "Original Agreement" means the agreement identified in the Recitals; "Effective Date" means the date set forth above; "Replacement Obligations" means the obligations, liabilities, rights and remedies described in Section 2 below.

2. REPLACEMENT AND NOVATION

Upon the Effective Date, the parties agree that the Original Agreement shall be replaced and superseded in its entirety by this Agreement. To the extent permitted by law, the parties effect a novation such that all rights and obligations of the parties under the Original Agreement are transferred to the parties as set forth herein. From and after the Effective Date, the parties shall be bound solely by the terms of this Agreement with respect to the subject matter of the Original Agreement.

3. RELEASE AND DISCHARGE

Subject to the express undertakings in this Agreement, each party hereby releases and forever discharges the other party from any and all claims, debts, liabilities, causes of action, and obligations arising under or relating to the Original Agreement as of the Effective Date, except for obligations expressly preserved by this Agreement.

4. ASSUMPTION OF OBLIGATIONS

Each party covenants and agrees to assume and perform any obligations expressly identified in this Agreement as assumed obligations. Any party assuming obligations shall be liable for the full performance of such assumed obligations as if it were the original obligor thereon.

5. CONSIDERATION

In consideration for the replacement and novation set forth in this Agreement, Party A shall pay to Party B the sum of $ on or before Day Month Year , subject to the terms and conditions of this Agreement.

6. 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 its jurisdiction of formation; (b) it has full power and authority to enter into, execute and deliver this Agreement and to perform its obligations hereunder; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action; and (d) this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

7. INDEMNIFICATION

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any and all losses, liabilities, claims, damages and reasonable costs (including attorneys' fees) arising out of or resulting from any breach of the Indemnifying Party's representations, warranties or covenants under this Agreement.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested):

9. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right hereunder shall operate as a waiver of such right.

10. COUNTERPARTS

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 binding for all purposes.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT

This Agreement, including any schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect 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 intent.

14. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. Any term or provision hereof that by its nature survives termination or expiration of this Agreement shall so survive.

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