Legal Deposit Agreement

LEGAL DEPOSIT AGREEMENT

This Legal Deposit Agreement ("Agreement") is made as of by and between Depositor Name: , with address for notices at ("Depositor"), and Depository Name: , with address for notices at ("Depository").

RECITALS

WHEREAS, Depositor holds certain assets, instruments or documents described herein which Depositor desires to deposit for safekeeping or conditional storage; and

WHEREAS, Depository is willing to accept and hold such deposits under the terms and conditions set forth in this Agreement, including custody, safekeeping, and limited disposition instructions; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights, obligations, and remedies with respect to the subject deposits.

NOW, THEREFORE, in consideration of the mutual covenants 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 "Deposit" means the specific asset, instrument, document or property described in the Deposit Details section below and accepted by Depository for safekeeping under this Agreement.

1.2 "Holding Period" means the period commencing on the Effective Date and continuing until the earlier of (a) return of the Deposit to Depositor in accordance with this Agreement, or (b) termination in accordance with Section 5.

2. DEPOSIT DETAILS

Deposit accepted by Depository subject to identifications and account reference: Account/Reference No.:

3. ACCEPTANCE; RECEIPT; CUSTODY

3.1 Depository shall issue a written receipt acknowledging the Deposit at the time of acceptance. Acceptance shall not constitute a representation as to title or authenticity of the Deposit, and Depository shall have no duty to investigate or verify the same except as expressly provided in this Agreement.

3.2 Depository shall exercise reasonable care customary in the industry for the safekeeping of similar property, but Depository's obligation is limited to physical possession and safekeeping; Depository is not a trustee except as expressly set forth herein.

4. INSTRUCTIONS, RELEASES AND DISPOSITION

4.1 Depository shall not release the Deposit except upon receipt of written instructions signed by Depositor or by an authorized representative of Depositor, subject to verification procedures reasonably established by Depository. Depository may rely conclusively on any written instructions or direction reasonably believed by Depository to be genuine and signed by an authorized person.

5. TERM; TERMINATION; RETURN OF DEPOSIT

5.1 The term of this Agreement shall commence on the Effective Date and continue until terminated by either party as provided in this Section. Either party may terminate this Agreement upon days' prior written notice to the other party.

5.2 Upon termination, Depository shall return the Deposit to Depositor upon (a) receipt of satisfactory instructions for delivery, and (b) payment of all fees, costs and expenses due to Depository under this Agreement.

6. FEES; CHARGES; LIENS

6.1 Depository shall have a general lien on the Deposit for all unpaid fees, costs and expenses owing to Depository hereunder. If fees remain unpaid for more than days after written notice, Depository may exercise any rights available at law or in equity to satisfy such lien.

7. REPRESENTATIONS AND WARRANTIES

7.1 Depositor represents and warrants that (a) it has full power and authority to deliver the Deposit to Depository for the purposes contemplated by this Agreement; (b) the Deposit is not subject to any undisclosed lien, claim or encumbrance except as disclosed to Depository in writing; and (c) the facts set forth in any written deposition inventory are true and complete to the best of Depositor's knowledge.

7.2 Depository represents that it is duly organized and authorized to accept deposits of the type described and will maintain customary commercial insurance and security procedures appropriate to the Deposit.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Depositor shall indemnify, defend and hold harmless Depository and its affiliates, officers and employees from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Depositor's breach of any representation, warranty or covenant in this Agreement, or any claim of a third party with respect to ownership of or rights in the Deposit.

8.2 Except for willful misconduct or gross negligence, Depository's liability for loss or damage to the Deposit shall be limited to direct actual damages up to the declared value set forth in Section 2, and in no event shall Depository be liable for consequential, incidental or punitive damages.

9. RECORDS; AUDIT

9.1 Depository shall maintain records of the Deposit and related transactions during the Holding Period. Depositor, upon reasonable prior notice and during regular business hours, shall have the right to inspect records relating solely to Depositor's Deposit; such inspection shall be subject to confidentiality and security protocols reasonably required by Depository.

10. CONFIDENTIALITY

10.1 Each party shall keep confidential the terms of this Agreement and any non-public information relating to the Deposit, except as required by law, order of a court or regulatory authority, or to enforce rights under this Agreement. If disclosure is compelled, the disclosing party shall give prompt written notice to the other party to permit a protective order or other appropriate remedy.

11. NOTICES

11.1 All notices, requests or other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, certified or registered, postage prepaid, to the addresses set forth above or such other address as a party may designate by notice in accordance with this Section.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State specified below without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county identified below for any action arising out of or relating to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

13.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.2 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed, and the remaining provisions shall remain in full force and effect.

13.3 No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right.

14. MISCELLANEOUS

14.1 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. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

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