Legal Contract Revocation

LEGAL CONTRACT REVOCATION

This Legal Contract Revocation (the "Revocation") is made and entered into on this day of , by and between Revoking Party Name: and Counterparty Name: . The parties previously entered into a contract titled dated day of , (the "Original Contract").

Recitals

WHEREAS, the parties wish to terminate and revoke the Original Contract in its entirety and to settle and allocate all rights and obligations arising thereunder;

WHEREAS, the parties acknowledge that certain rights, duties, claims, and liabilities may have accrued under the Original Contract and desire to provide for full mutual release and final resolution of those matters as set forth herein;

WHEREAS, the parties agree that this Revocation is a negotiated instrument executed by authorized representatives and is intended to be final and binding.

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

1. Revocation

1.1 Revocation. Effective as of the Effective Date defined in Section 2, the Original Contract is hereby revoked, terminated, and of no further force or effect. All rights, duties, covenants, conditions and obligations of the parties under the Original Contract are extinguished except as expressly preserved by this Revocation.

1.2 No Further Performance. From and after the Effective Date, neither party shall have any obligation to perform under the Original Contract except for obligations expressly set forth in this Revocation.

2. Effective Date

The parties agree that this Revocation shall be effective on the day of , (the "Effective Date").

3. Release and Mutual Discharge

3.1 Mutual Release. Except for obligations expressly preserved in this Revocation, each party, for itself and its affiliates, successors and assigns, hereby fully and forever releases, waives, and discharges the other party and its affiliates, successors and assigns from any and all claims, demands, liabilities, obligations, damages, actions, causes of action, costs and expenses, whether known or unknown, fixed or contingent, arising out of or relating to the Original Contract through the Effective Date.

3.2 Preservation of Certain Rights. Nothing in this Revocation shall be deemed to waive or release any right or claim that arises after the Effective Date, any claim for fraud in the inducement or willful misconduct, or any right to seek injunctive relief where appropriate.

4. Consideration

4.1 Consideration. In consideration of the mutual covenants in this Revocation, the parties acknowledge receipt of good and valuable consideration, including the sum of . The parties agree that such consideration is adequate and sufficient.

5. Representations and Warranties

5.1 Authority. Each party represents and warrants that it has full power and authority to enter into this Revocation and that the person signing on its behalf is duly authorized to execute and deliver this Revocation.

5.2 No Pending Claims. Each party warrants that, to the best of its knowledge, there are no pending or threatened actions, claims or proceedings relating to the Original Contract that have not been disclosed to the other party in writing prior to the Effective Date, except as set forth in the Disclosure Attachment (if any).

6. Indemnification

6.1 Indemnity. Each party agrees to 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 any breach of the representations, warranties or covenants made by the indemnifying party in this Revocation.

7. Notices

All notices required or permitted under this Revocation shall be in writing and delivered in accordance with the addresses provided above. Notice is effective upon receipt when delivered personally, by nationally recognized overnight courier, or upon confirmation of receipt when sent by certified mail.

8. Governing Law; Venue

The validity, interpretation and enforcement of this Revocation shall be governed by and construed in accordance with the laws of the state identified above, without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Revocation.

9. Entire Agreement; Severability; Amendments

9.1 Entire Agreement. This Revocation constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating to the Original Contract and its revocation.

9.2 Severability. If any provision of this Revocation is held to be invalid, illegal or unenforceable in any respect, the remainder of this Revocation shall remain in full force and effect to the fullest extent permitted by law.

9.3 Amendments. This Revocation may be amended or modified only by a written instrument executed by both parties.

10. Miscellaneous

10.1 Waiver. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.

10.2 Counterparts. This Revocation 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 images of signatures shall be deemed original signatures for all purposes.

10.3 No Third-Party Beneficiaries. Except as expressly provided herein, this Revocation is for the sole benefit of the parties and their respective permitted successors and assigns and does not create any rights for any other person.

Acknowledgment

Each party acknowledges that it has read this Revocation, has had the opportunity to obtain independent legal advice, and fully understands and voluntarily accepts its terms.

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