Legal Contract Term Letter

LEGAL CONTRACT TERM LETTER

This Termination Letter (the "Letter") is made as of the date set forth below by and between Company: (the "Company") and Counterparty: (the "Counterparty"). Company and Counterparty are each a "Party" and collectively the "Parties." Letter Date:

RECITALS

WHEREAS, the Parties entered into a written agreement titled dated (the "Agreement"); and

WHEREAS, pursuant to Section(s) of the Agreement, one or both Parties are entitled to terminate the Agreement under certain conditions; and

WHEREAS, the Parties desire to set forth the terms and consequences of termination in writing to avoid dispute and to govern post-termination rights and obligations.

NOW, THEREFORE

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

1. TERMINATION

1.1 Effective Date. The Agreement is hereby terminated effective as of (the "Effective Date of Termination"). From and after the Effective Date of Termination, the Agreement shall be of no further force or effect except as expressly set forth in this Letter.

1.2 Basis for Termination. The termination is made on the following basis:

2. EFFECT OF TERMINATION; SURVIVAL

2.1 Except as expressly provided in this Letter, termination shall not discharge any liability or obligation accrued prior to the Effective Date of Termination. All rights and obligations that by their nature survive termination, including but not limited to confidentiality, indemnification, payment of accrued amounts, warranty disclaimers and limitation of liability, shall survive termination and remain binding on the Parties.

2.2 The obligations in this Letter shall be enforceable independently of any other remedy the Parties may have at law or in equity.

3. ACCRUED OBLIGATIONS AND FINAL ACCOUNTING

3.1 Final Accounting. Within days after the Effective Date of Termination, the Parties shall exchange a final accounting of all amounts due and owing under the Agreement as of the Effective Date of Termination.

3.2 Payment. All undisputed amounts set forth in the final accounting shall be invoiced and paid within days of receipt. Estimated outstanding amount: .

3.3 Disputed Items. Any disputed amounts shall be addressed in good faith; pending resolution of such dispute, undisputed amounts shall be paid in accordance with Section 3.2.

4. RETURN OF PROPERTY AND CONFIDENTIAL INFORMATION

4.1 Return or Destruction. Each Party shall promptly return or, at the disclosing Party's election, destroy all tangible property, materials and confidential information belonging to the other Party within days of the Effective Date of Termination and shall certify in writing the completion of such return or destruction.

4.2 Survivability. The confidentiality obligations set forth in the Agreement shall survive termination for the period specified in the Agreement or, if no period is specified, for a period of years.

5. COOPERATION AND TRANSITION

5.1 Each Party shall use commercially reasonable efforts to cooperate with the other Party to effect an orderly wind-down and transition of services and responsibilities. Such cooperation shall include reasonable access to records and personnel as required for the final accounting and transfer of obligations.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

6.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from and against all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Letter or the Agreement prior to the Effective Date of Termination.

6.2 Limitation of Liability. Except for liability arising from willful misconduct, gross negligence, or a Party's breach of its confidentiality or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, punitive or exemplary damages.

7. NOTICES

All notices, demands and other communications required or permitted under this Letter 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).

8. AMENDMENTS; WAIVER; COUNTERPARTS

8.1 Amendment. This Letter may be amended or modified only by a written instrument executed by both Parties.

8.2 Waiver. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver of such right unless such waiver is in writing and signed by the waiving Party.

8.3 Counterparts. This Letter may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be treated as original signatures.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1 Governing Law. This Letter shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

9.2 Entire Agreement. This Letter, together with the Agreement to the extent expressly preserved herein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral, relating to such subject matter.

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

10. MISCELLANEOUS

10.1 No Admission. The execution of this Letter is not and shall not be construed as an admission of liability or wrongdoing by any Party.

10.2 Further Assurances. Each Party shall execute and deliver such additional documents and take such actions as may be reasonably necessary to effectuate the purposes and intent of this Letter.

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