Legal Covenants Agreement

LEGAL COVENANTS AGREEMENT

This Legal Covenants Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A: , a(n) organized under the laws of , with principal place of business at ; and Party B: , a(n) organized under the laws of , with principal place of business at (each a "Party" and collectively, the "Parties").

RECITALS

WHEREAS, Party A possesses certain business operations, goodwill, trade secrets, confidential information and other interests described as: (the "Business Interests");

WHEREAS, Party B desires to receive access to certain of the Business Interests and in connection therewith Party B shall be subject to certain affirmative and restrictive covenants to protect Party A's interests and to preserve the Parties' respective rights;

WHEREAS, the Parties intend by this Agreement to set forth the covenants, representations and remedies that will govern the Parties' conduct and the Parties' respective obligations with respect to the Business Interests.

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

1. DEFINITIONS

1.1 "Covenants" means the affirmative and restrictive obligations set forth in Section 2 and Section 3 below.

1.2 "Confidential Information" means all non-public information disclosed by a Party in any form relating to business operations, customer lists, financials, processes, strategies, trade secrets and other proprietary information, excluding information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the disclosing Party's Confidential Information.

2. AFFIRMATIVE COVENANTS

2.1 Compliance. Each Party shall at all times comply with applicable laws, regulations and ordinances in carrying out its obligations under this Agreement and shall obtain and maintain all permits, licenses and approvals required for such performance.

2.2 Confidentiality. Each Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors with a demonstrated need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

2.3 Preservation of Records. Each Party shall keep complete and accurate records and shall make such records available to the other Party upon reasonable prior written request for the purpose of verifying compliance with this Agreement.

3. RESTRICTIVE COVENANTS

3.1 Non-Disclosure. Without limiting Section 2.2, each Party agrees not to disclose, publish or disseminate any Confidential Information to any person or entity other than as expressly permitted by this Agreement.

3.2 Non-Solicitation. For a period of following termination of this Agreement, neither Party shall knowingly solicit for employment or engagement any person who is an employee or contractor of the other Party, provided that general solicitations not targeted to such individuals are permitted.

3.3 Non-Competition. During the Term and for a period of thereafter, Party B shall not, within a radius of from the principal place of business of Party A, own, manage, operate, consult with or be employed by any business that materially competes with the Business Interests. The scope, duration and geographic area of this covenant are reasonable given the Parties' legitimate business interests.

4. REPRESENTATIONS AND WARRANTIES

4.1 Mutual Representations. Each Party represents and warrants that: (a) it has full corporate or legal power and authority to enter into and perform its obligations under this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; and (c) execution and performance of this Agreement will not violate any law or contractual obligation to a third party.

4.2 No Conflicting Obligations. Each Party represents that it is not subject to any agreement that would prevent or impair performance of its obligations under this Agreement.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of (the "Term"), unless earlier terminated as provided herein.

5.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

5.3 Survival. The obligations of the Parties that by their nature are intended to survive termination or expiration, including but not limited to confidentiality, indemnification and non-competition where applicable, shall survive in accordance with their terms.

6. REMEDIES; INJUNCTIVE RELIEF

6.1 Equitable Relief. Each Party acknowledges that a breach of the Covenants may result in irreparable harm to the other Party for which remedies at law would be inadequate. Accordingly, in addition to any other remedy available, the non-breaching Party shall be entitled to seek injunctive relief, specific performance and other equitable remedies without the necessity of posting a bond.

6.2 Remedies Cumulative. The remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity.

7. INDEMNIFICATION

7.1 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to: (a) breach of Party B's representations, covenants or obligations under this Agreement; or (b) Party B's negligence or willful misconduct.

7.2 Notice of Claim. A Party seeking indemnification shall give prompt written notice to the indemnifying Party of any claim for which indemnity is sought and shall reasonably cooperate in the defense or settlement of such claim.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S FRAUD, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF THE PARTIES UNDER THIS AGREEMENT FOR ANY CLAIM SHALL BE LIMITED TO THE AMOUNT OF DIRECT DAMAGES SUFFERED, NOT EXCEEDING .

9. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, registered or certified, postage prepaid, to the addresses set forth above or to such other address as a Party may designate by notice to the other.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment. This Agreement may be amended only by a written instrument executed by both Parties.

10.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. A waiver must be in writing to be effective.

10.3 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. Signatures delivered by electronic means shall be binding.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

11.2 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, oral or written.

11.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified or severed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

12. MISCELLANEOUS

12.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided that the assignee assumes all obligations hereunder.

12.2 Relationship of the Parties. The Parties are independent contracting entities and nothing in this Agreement shall create a partnership, joint venture, employment or agency relationship between the Parties.

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