Legal Control Waiver

LEGAL CONTROL WAIVER

This Legal Control Waiver (the "Waiver") is made effective as of by and between Grantor: , an entity of type with principal address , and Grantee: , an entity of type with principal address .

RECITALS

WHEREAS, Grantor currently holds certain rights, privileges, authorities, or interests pertaining to control, management, voting, access, or decision-making over the following assets, accounts or interests:

WHEREAS, Grantee seeks, and Grantor is willing to provide, a temporary limited waiver of such control rights subject to the terms and conditions set forth in this Waiver;

WHEREAS, the parties desire to set forth their agreement in writing to avoid uncertainty and to allocate risk and responsibility associated with the foregoing waiver.

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 acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Waived Rights" means the specific control rights, authorities or privileges described in the Control Description field and any ancillary rights specifically enumerated in this Waiver.

1.2 "Effective Date" means the date set forth above. 1.3 "Confidential Information" has the meaning set forth in Section 8 below.

2. GRANT OF WAIVER

2.1 Subject to the terms and limitations of this Waiver, Grantor hereby irrevocably waives, relinquishes and temporarily surrenders to Grantee all Waived Rights for the Term specified in Section 6, except to the extent that any statutory or judicial requirement makes such waiver unenforceable. The waiver is limited to the Waived Rights expressly described and does not transfer legal title or ownership.

2.2 Grantor represents that it has the authority to grant the waiver described herein, subject to the representations and warranties in Section 5.

3. SCOPE AND LIMITATIONS

3.1 The waiver applies solely to the Waived Rights described and shall not be construed to waive any other rights, powers or remedies of Grantor. Grantee shall exercise any Waived Rights only in strict conformity with this Waiver and applicable law.

3.2 Grantee shall not, as a result of exercising any Waived Rights, take actions that materially and adversely affect Grantor's ownership interests or expose Grantor to third-party claims beyond those contemplated by this Waiver.

4. CONSIDERATION

4.1 As full and binding consideration for the grant of the Waiver, Grantee shall deliver to Grantor the consideration described above or any other non-monetary consideration described here:

5. 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 the jurisdiction of its formation; (b) the execution, delivery and performance of this Waiver have been duly authorized by all necessary action; and (c) this Waiver constitutes a valid and binding obligation enforceable against it in accordance with its terms.

Grantor further represents that, except as disclosed in writing to Grantee prior to the Effective Date, there are no liens, encumbrances, or third-party consents required to effectuate the Waiver.

6. TERM AND TERMINATION

6.1 This Waiver shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with this Section.

6.2 Either party may terminate this Waiver for material breach by the other party upon thirty (30) days' prior written notice if the breach remains uncured at the expiration of such period. Termination shall not relieve any party of liabilities accrued prior to termination.

7. INDEMNIFICATION

7.1 Grantee shall indemnify, defend and hold harmless Grantor and its affiliates and their respective officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Grantee's exercise of the Waived Rights, except to the extent caused by Grantor's gross negligence or willful misconduct.

8. CONFIDENTIALITY

8.1 Each party shall keep confidential and shall not disclose to any third party any non-public information received from the other party in connection with this Waiver and the underlying matters, except as required by law, court order, or regulatory authority, provided that the receiving party provides prompt written notice of such requirement and cooperates reasonably with the disclosing party to seek protective measures.

9. LIMITATION OF LIABILITY

Except for liabilities arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, punitive or exemplary damages, and each party's aggregate liability arising out of or relating to this Waiver shall be limited to the total amount of consideration actually paid under Section 4.

10. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be deemed delivered when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in certified mail (return receipt requested), to the addresses set forth below or to such other address as a party may designate by notice to the other.

11. GOVERNING LAW

This Waiver shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles that would apply the law of another jurisdiction.

12. MISCELLANEOUS

Entire Agreement: This Waiver, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements and understandings, whether written or oral.

Severability: If any provision of this Waiver is held to be invalid, illegal or unenforceable in any respect, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Amendments; Waiver: No amendment, modification or waiver of this Waiver shall be effective unless in a writing signed by both parties. The failure to enforce any provision shall not constitute a waiver of that provision or of the right to enforce it later.

Counterparts: This Waiver 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 delivered by electronic means shall be effective for all purposes.

ADDITIONAL ACKNOWLEDGEMENTS

The parties acknowledge that they have read, understand and voluntarily accept the terms of this Waiver, that they have had the opportunity to consult with counsel, and that this Waiver is the product of mutual negotiation.

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