Legal Counter Initial Form

LEGAL COUNTER INITIAL FORM

This Legal Counter Initial Form is entered into as of by and between Client Name: , principal place of business or residence: ("Party A"), and Client Name: , principal place of business or residence: ("Party B").

RECITALS

WHEREAS, Party A and Party B are parties to a certain agreement identified as the "Agreement" described as: ; and

WHEREAS, the parties have exchanged proposed edits and marked pages where revisions are proposed and desire to record their counter-initial acknowledgments as to specified provisions of the Agreement; and

WHEREAS, the parties intend by this Form to set forth the scope, effect and procedure for counter-initialing specified provisions, and to confirm the authority of signatories to bind their respective parties in accordance with the terms below.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

1. DEFINITIONS

For purposes of this Form, the following terms shall have the meanings set forth below:

"Agreement" means the agreement identified in the recital above, together with all schedules, exhibits and previously executed amendments thereto.

"Counterinitial" or "Counterinitials" means a handwritten or electronic initial placed by a party adjacent to a proposed change, deletion or insertion on a page or provision of the Agreement as identified in Section 3 below.

"Countered Provision" means an individual clause, paragraph, page, or line of the Agreement that is specifically identified in the schedule in Section 3 and to which one or more Counterinitials have been affixed.

2. COUNTERINITIAL PROCEDURE

Each party may place Counterinitials next to specific Countered Provisions to indicate the party's assent to the text as marked. Counterinitials shall be recorded in the table in Section 3 below. The physical or electronic presence of initials adjacent to a Countered Provision evidences acknowledgement of the marked text but, except as set forth in Section 4, shall not alone constitute a final amendment to the Agreement.

The parties may, by selecting the binding option in Section 4 and by their authorized signatures below, convert one or more Counterinitials into binding amendments in accordance with the procedures and limitations set forth herein.

3. SCHEDULE OF COUNTERED PROVISIONS

The parties list below each Countered Provision by reference and describe the proposed change. For each listed item, parties shall place their initials in the fields provided to indicate their respective acknowledgment of the marked change.

4. BINDING EFFECT OF COUNTERINITIALS

Counterinitials shall be given the following legal effect:

(a) Where both Party A and Party B have placed Counterinitials adjacent to a particular Countered Provision and the parties have executed this Form by the signatures of their authorized representatives below, the parties agree that such Countered Provision is hereby amended as marked and shall become part of the Agreement as of the Effective Date set forth above, to the extent permitted by applicable law.

(b) Where only one party has placed Counterinitials adjacent to a particular Countered Provision, such Counterinitial shall be deemed an acknowledgment of a proposed edit and shall not, standing alone, amend the Agreement. The parties acknowledge that unilateral initialing does not constitute a waiver of any rights nor acceptance of a unilateral change.

(c) The parties may elect to treat all or specified Countered Provisions as non-binding until a formal amendment reflecting the marked text is fully executed. To indicate election for immediate binding effect of all listed countered items, check the box below:

Election for immediate binding effect for all countered provisions (if checked and authorized representatives sign below, countered items identified above shall amend the Agreement as marked).

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (i) it has full corporate or individual power and authority to enter into and perform its obligations under this Form; (ii) the execution and delivery of this Form and the performance of its obligations hereunder have been duly authorized by all necessary action; and (iii) the execution, delivery and performance of this Form will not violate any law, order, contract, or other obligation binding upon it.

6. LIMITATION OF EFFECT; NO WAIVER

Except to the extent expressly stated in Section 4 and as to specific Countered Provisions where both parties have initialed and the authorized representatives have executed below, nothing in this Form shall amend or modify any other provision of the Agreement. No failure or delay by any party in exercising any right under this Form shall operate as a waiver of that right.

7. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the addresses set forth below or to such other address as either party designates in writing:

8. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of law principles.

9. ENTIRE AGREEMENT

This Form, together with the Agreement and any documents expressly incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties concerning the subject matter of this Form to the extent they relate to counterinitialing and the limited amendments contemplated herein.

10. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable under applicable law, such provision shall be struck and the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the parties' intent as nearly as possible.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Form shall be effective unless in writing and signed by the authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Form may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic image or other electronic means shall be deemed original signatures for all purposes and shall bind the parties.

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