Legal Draft Notice

LEGAL DRAFT NOTICE

This Legal Draft Notice ("Notice") is given on by and between Notifying Party: of and Recipient: of .

RECITALS

WHEREAS, Notifying Party has prepared and delivered a set of draft document(s) described below for review and comment by Recipient;

WHEREAS, the parties desire to establish in this Notice the procedures, timing and confidentiality obligations that will govern review of such draft document(s), without creating any commitment to execute or be bound by the draft document(s) until final executed documents are delivered; and

WHEREAS, the parties intend that the review period and comment procedures set forth herein shall facilitate timely negotiation and execution of final binding documents if and when agreed.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DELIVERY OF DRAFT DOCUMENTS

1.1 Notifying Party has delivered the following draft document(s) (collectively, the "Drafts") to Recipient on the date set forth above:

1.2 Delivery for purposes of this Notice shall be effective upon actual receipt by the Recipient's designated contact or, if delivered by electronic transmission, upon confirmation of transmission to the delivery address or account designated by Recipient in Section 7.

2. REVIEW PERIOD AND COMMENTS

2.1 Recipient shall have a review and comment period ending on ("Comment Deadline"), unless the parties mutually agree in writing to an extension.

2.2 Comments shall be delivered in writing to the Notifying Party's contact identified below. Comments delivered after the Comment Deadline may be considered at Notifying Party's discretion but shall not prejudice any rights of either party under this Notice.

3. CONFIDENTIALITY

3.1 The Drafts, and any analyses, comments, redlines or communications exchanged regarding the Drafts, constitute Confidential Information of Notifying Party. Recipient shall (a) not disclose such Confidential Information to any third party except to its professional advisors on a need-to-know basis who are bound to confidentiality obligations no less restrictive than those herein, and (b) use the Confidential Information solely for the purpose of reviewing and commenting on the Drafts.

3.2 Recipient shall be responsible for any breach of the confidentiality obligations by its representatives and shall promptly notify Notifying Party of any unauthorized disclosure or loss of Confidential Information.

Recipient acknowledges and agrees to the confidentiality obligations set forth above.

4. NO BINDING EFFECT

4.1 Except for the obligations of confidentiality and the obligations set forth in Section 7 (Notices), this Notice does not constitute and shall not be construed as creating any binding obligation of either party to enter into any final agreement or to consummate any transaction. No binding agreement shall exist between the parties with respect to the subject matter of the Drafts unless and until definitive, final written agreements have been executed and delivered by both parties.

5. FINAL DOCUMENTS; EXECUTION

5.1 If, following review and negotiation, the parties agree to proceed, the parties shall negotiate in good faith to finalize and execute the definitive documents reflecting the agreed terms. Any such final documents shall expressly supersede the Drafts.

5.2 Neither party shall be liable to the other for any costs, expenses or losses incurred in connection with the Drafts except to the extent such costs arise from an intentional breach of this Notice or as otherwise set forth in a subsequently executed agreement.

6. REMEDIES

6.1 Each party acknowledges that a breach of the confidentiality or notice provisions of this Notice may cause irreparable harm to the other party for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law or in equity.

7. NOTICES

7.1 All notices, requests, demands and other communications required or permitted under this Notice shall be in writing and delivered to the addresses below (or to such other address as a party designates by notice in accordance with this Section).

8. AMENDMENT; WAIVER

8.1 No amendment or waiver of any provision of this Notice shall be effective unless made in a writing signed by both parties. The failure of either party to exercise any right hereunder shall not constitute a waiver of that right.

9. GOVERNING LAW

9.1 This Notice shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below without regard to conflict of laws principles.

10. ENTIRE AGREEMENT

10.1 This Notice constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating thereto, except that any subsequently executed definitive agreement between the parties shall supersede this Notice with respect to matters addressed in such definitive agreement.

11. SEVERABILITY

11.1 If any provision of this Notice is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

12. COUNTERPARTS

12.1 This Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be binding for all purposes.

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