Legal Contract Suspension

LEGAL CONTRACT SUSPENSION AGREEMENT

This Contract Suspension Agreement (the "Agreement") is made and entered into as of by and between Contracting Party A: , with principal place of business at , and Contracting Party B: , with principal place of business at . Party A and Party B are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties entered into a binding contract identified as dated (the "Original Agreement");

WHEREAS, one or both Parties desire a temporary suspension of certain rights and obligations under the Original Agreement to allow for ; and

WHEREAS, the Parties wish to set forth the terms and conditions of such suspension in writing to avoid dispute and preserve their respective rights.

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

1. SUSPENSION OF OBLIGATIONS

1.1 Suspension. Subject to the terms of this Agreement, the Parties hereby agree to suspend the following obligations under the Original Agreement beginning on the Effective Date set forth in Section 2: . Suspension shall suspend performance but shall not be construed as a termination unless expressly stated.

1.2 Scope. The suspension applies only to the specific provisions identified herein. All other obligations, covenants and duties under the Original Agreement not expressly suspended shall remain in full force and effect.

2. EFFECTIVE DATE AND DURATION

2.1 Effective Date. The suspension shall be effective as of (the "Effective Date").

2.2 Duration. The suspension shall continue until , unless earlier terminated or extended by written agreement of the Parties in accordance with Section 9. If an end date is not specified, the Parties agree that the suspension shall be for a period of days from the Effective Date.

3. PERFORMANCE AND CONTINUING OBLIGATIONS

3.1 Continuing Obligations. During the suspension period the Parties shall continue to perform the following obligations: confidentiality, insurance obligations, record keeping and any payment obligations expressly identified as continuing below. Any such continuing obligation shall not be affected by the suspension.

3.2 Specific Continuing Payments. The Parties agree that the following payments shall continue during suspension (check all that apply):

Insurance premiums and required coverages Base fee or retainer of per Minimum payments as set forth in Section

3.3 Suspension of Remedies. Except as otherwise provided in this Agreement, enforcement of remedies for breaches related solely to the suspended obligations shall be tolled during the suspension period; however, remedies for breaches of continuing obligations shall remain available.

4. CONSIDERATION; PAYMENT TERMS

4.1 Consideration. In consideration for the suspension, the Parties agree that Party shall pay to Party a suspension fee of payable on or before .

4.2 Late Payment. Any unpaid amounts shall accrue interest at the lesser of per annum or the maximum rate permitted by law.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full corporate or entity power and authority to enter into and perform this Agreement; (b) this Agreement has been duly authorized, executed and delivered by such Party and constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) the execution and performance of this Agreement do not constitute a default under any material agreement to which such Party is a party.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

6.1 Indemnity. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the "Indemnified Parties") from and against any third-party claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement or the Indemnifying Party's negligence or willful misconduct.

6.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct or indemnity obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages.

7. CONFIDENTIALITY

All information disclosed in connection with this Agreement, and any documentation evidencing the Parties' negotiation and execution of this Agreement, shall be considered Confidential Information and shall be treated in accordance with the confidentiality provisions of the Original Agreement. If the Original Agreement contains no confidentiality provision, the Parties agree to maintain the confidentiality of such information and to use it only for purposes of performing this Agreement.

8. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

9. AMENDMENT; COUNTERPARTS; WAIVER

9.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties.

9.2 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. Execution by electronic signature or transmitted facsimile or other electronic image shall be binding.

9.3 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is asserted. A waiver on one occasion shall not be construed as a waiver on any other occasion.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

10.2 Entire Agreement. This Agreement, together with the Original Agreement (except to the extent that the Original Agreement is superseded by this Agreement), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

10.3 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

11. MISCELLANEOUS

11.1 Further Assurances. Each Party shall execute and deliver such further instruments and shall take such other action as may be reasonably necessary to carry out the provisions of this Agreement.

11.2 Remedies Cumulative. Except as otherwise expressly provided, the rights and remedies of the Parties under this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

ACKNOWLEDGMENT

The Parties acknowledge that they have read this Agreement, understand its terms, and have had the opportunity to seek independent legal counsel. Each Party acknowledges that it enters into this Agreement voluntarily and with full authority to bind its respective principal.

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