Legal Decree Draft

Legal Decree Draft

This Legal Decree Draft (the "Decree") is entered into effective as of by and between Party A: , entity type Individual Corporation Limited Liability Company, principal place of business at ; and Party B: , entity type Individual Corporation Limited Liability Company, principal place of business at .

RECITALS

WHEREAS, Party A and Party B have engaged in discussions and have reached agreement concerning the subject matter set forth below, and both parties desire to reduce that agreement to a binding decree; and

WHEREAS, the parties acknowledge that the obligations and remedial measures herein are intended to resolve disputes, to ensure compliance with specified obligations, and to provide for monitoring and enforcement by the parties and their authorized representatives; and

WHEREAS, the parties desire that this Decree set forth definitive obligations, reporting requirements, remedies for breach, and procedures for modification and notice.

NOW, THEREFORE

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

1. DEFINITIONS

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

1.1 "Decree Obligations" means the specific duties, deadlines and deliverables described in Section 2 below and all schedules attached hereto.

1.2 "Breach" means a material failure by a party to perform any Decree Obligation within the time and manner provided herein, subject to the notice and cure provisions set forth in Section 7.

2. DECLARATION OF DECREE OBLIGATIONS

2.1 Party A shall perform the following obligations:

2.2 Party B shall perform the following obligations:

2.3 Time is of the essence. All deadlines set forth in this Decree are binding and enforceable as if set forth in full; time periods expressed in days are calendar days unless stated otherwise.

3. REPORTING AND MONITORING

3.1 Each party shall designate a compliance officer to receive notices and to provide the reports required by this Decree. Party A Compliance Officer: . Party B Compliance Officer: .

3.2 Reporting Schedule: Reports required by this Decree shall be delivered as follows: frequency: ; format and required contents: .

4. ENFORCEMENT AND REMEDIES

4.1 Upon a material Breach that is not cured within the cure period set forth in Section 7, the non-breaching party may pursue any remedy available at law or in equity, including specific performance, injunctive relief, and recovery of costs and attorneys' fees incurred in enforcing this Decree.

4.2 The parties agree that monetary damages alone may be inadequate to remedy certain breaches and that equitable relief may be granted without proof of actual damages where appropriate.

5. COMPENSATION AND COSTS

5.1 Costs of Compliance: Unless otherwise stated herein, each party shall bear its own costs of compliance. If a party is adjudicated to have materially breached this Decree, that party shall be responsible for the reasonable costs, including attorneys' fees, incurred by the non-breaching party in enforcing the Decree.

6. CONFIDENTIALITY

6.1 Except as required by law or as otherwise permitted by this Decree, the parties shall maintain the confidentiality of non-public information disclosed pursuant to this Decree and shall use such information solely for purposes of complying with this Decree.

7. NOTICE AND CURE

7.1 If a party believes the other party is in Breach, it shall provide written notice specifying the alleged Breach with reasonable detail. The receiving party shall have thirty (30) days from receipt of such notice to cure the Breach, provided that if the nature of the Breach requires additional time and the receiving party promptly commences cure and proceeds diligently, the cure period shall be extended reasonably.

8. NOTICES

All notices, demands, or communications required or permitted under this Decree shall be in writing and shall be delivered to the parties at the addresses set forth below or to such other address as either party may designate in a written notice to the other party given in accordance with this Section.

9. AMENDMENT; WAIVER; COUNTERPARTS

9.1 This Decree may be amended only by a written instrument executed by duly authorized representatives of both parties. No waiver of any provision of this Decree shall be effective unless in writing and signed by the party waiving the provision; no waiver shall constitute a waiver of any other provision or subsequent breach. This Decree 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.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

10.1 Governing Law: This Decree shall be governed by and construed in accordance with the laws of the state identified for choice of law: , without regard to conflict of laws principles.

10.2 Severability: If any provision of this Decree is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

10.3 Entire Agreement: This Decree, together with any schedules or attachments executed in accordance with its terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral.

11. MISCELLANEOUS

11.1 Headings: Headings used in this Decree are for convenience only and shall not affect interpretation. 11.2 Construction: The parties acknowledge that each party and its counsel have reviewed and negotiated this Decree; accordingly, this Decree shall not be construed against any party as the drafter.

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