Legal Document Reset

LEGAL DOCUMENT RESET AGREEMENT

This Legal Document Reset Agreement (the "Agreement") is made as of by and between Client Name: , with principal address: (hereinafter "Party A"), and Counterparty Name: , with principal address: (hereinafter "Party B"). Party A and Party B are collectively referred to as the "Parties."

RECITALS

WHEREAS, the Parties entered into an agreement entitled effective as of (the "Original Agreement"); and

WHEREAS, the Parties now desire to reset, reaffirm, and in limited respects amend the Original Agreement to reflect revised timelines, obligations, and the Reset Effective Date defined below, and to confirm the continuing rights and liabilities of the Parties under the Original Agreement as modified by this Agreement; and

WHEREAS, the Parties acknowledge that this Agreement constitutes sufficient consideration for the amendments and reaffirmations provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for 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 Agreement, capitalized terms used and not otherwise defined herein shall have the meanings assigned in the Original Agreement. In addition:

"Reset Effective Date" means , on which the modifications and reaffirmations set forth in this Agreement shall take effect.

2. RESET AND REAFFIRMATION

Effective as of the Reset Effective Date, the Parties agree to reset the Original Agreement such that, except as expressly modified by this Agreement, all rights, duties, covenants, obligations, representations and warranties of the Parties under the Original Agreement remain in full force and effect and are hereby reaffirmed. The Parties further agree that the Reset Effective Date shall be the operative date for calculating any time periods, performance deadlines, and notice periods under the Original Agreement unless otherwise specified in this Agreement.

3. AMENDMENTS TO ORIGINAL AGREEMENT

The Original Agreement is hereby amended as follows (the "Amendments"):

To the extent of any direct conflict between the terms of this Agreement and the Original Agreement, the terms of this Agreement shall control. Except as expressly amended by this Agreement, the Original Agreement shall remain unchanged and in full force and effect.

4. CONSIDERATION

Each Party acknowledges and agrees that the mutual promises, amendments, and reaffirmations set forth in this Agreement constitute sufficient and valuable consideration for each other and for the performance of the respective obligations set forth herein.

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 organization; (b) it has full power and authority to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate or other action; and (d) this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms.

6. RELEASES AND LIMITATIONS

Except as expressly set forth in this Agreement, no Party hereby releases any other Party from liabilities or obligations arising from acts or omissions that occurred prior to the Reset Effective Date except as otherwise expressly provided in the Amendments. No implied release, waiver, or modification of the Original Agreement shall be inferred from the execution of this Agreement.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party may designate by written notice to the other Party in accordance with this Section). Notices shall be deemed given when: (a) delivered personally; (b) delivered by overnight courier; or (c) three (3) days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

8. AMENDMENTS; WAIVER

Any amendment, modification or supplement to this Agreement shall be in writing and signed by authorized representatives of each Party. No waiver of any right or remedy under this Agreement shall be effective unless in writing and signed by the Party waiving such right; waiver of any breach shall not be deemed waiver of subsequent breaches.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of the state or jurisdiction identified below, without regard to its conflict of law principles.

10. ENTIRE AGREEMENT

This Agreement, together with the Original Agreement as amended hereby, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties relating to the subject matter of this Agreement, except as expressly preserved by the Original Agreement or this Agreement.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be interpreted so as to give effect to the Parties' intent to the fullest extent permitted by law.

12. COUNTERPARTS; SIGNATURES

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 provided by electronic means or by facsimile shall be binding and have the same effect as original signatures.

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