Legal Duplicate Agreement

LEGAL DUPLICATE AGREEMENT

This Legal Duplicate Agreement (the Agreement) is made and entered into as of the date of signature below by and between Party A Name: with principal address at (hereinafter "Originator"), and Party B Name: with principal address at (hereinafter "Recipient"). Each of Originator and Recipient may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Originator is the record or beneficial owner of an original document described as: Title: , executed on / / , recorded as Instrument No.: in (the Original).

WHEREAS, Originator desires to obtain one or more certified duplicates of the Original and to have such duplicates be recognized and treated as true, complete and authentic duplicates of the Original for all legal, administrative and recording purposes; and

WHEREAS, Recipient has the authority and capacity to prepare, certify and deliver duplicate copies of the Original subject to the terms and conditions set forth in this Agreement.

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

1. DEFINITIONS

In this Agreement, unless the context requires otherwise:

1.1 "Duplicate" means a copy of the Original produced, certified, or authenticated by Recipient pursuant to the terms of this Agreement and that is intended to reproduce the Original in all material respects.

1.2 "Effective Date" means the date on which the last Party executes this Agreement as reflected in the signature block below.

2. ISSUANCE OF DUPLICATE

2.1 Upon the request of Originator and subject to the representations, warranties and covenants contained herein, Recipient shall prepare and deliver to Originator the number of duplicates specified below that faithfully reproduce the Original and that include, where applicable, any certification, attestation or seal required by law or by recording authorities.

2.2 Each Duplicate issued under this Agreement shall, to the fullest extent permitted by applicable law, be deemed to be a true and complete duplicate of the Original and shall confer on the holder thereof the same rights and obligations as would be conferred by the Original.

3. REPRESENTATIONS AND WARRANTIES

3.1 Originator represents and warrants to Recipient that: (a) Originator is the lawful holder or authorized representative of the holder of the Original; (b) the Original is genuine, valid and subsisting; and (c) there are no actions, liens, encumbrances or outstanding third-party claims that would impair the ability to reproduce or certify the Original as a Duplicate, except as disclosed in writing to Recipient prior to issuance.

3.2 Recipient represents and warrants to Originator that: (a) Recipient will use commercially reasonable care in the preparation and certification of each Duplicate; and (b) any certification or attestation made by Recipient shall be true and accurate in all material respects at the time of certification.

4. USE, EFFECT AND RECORDATION

4.1 Subject to compliance with applicable recording or filing procedures, any Duplicate prepared and certified in accordance with this Agreement shall be accepted by the Parties, and, to the extent permitted by law, may be recorded, filed or used in lieu of the Original for all purposes.

4.2 Originator shall be responsible for delivering Duplicate(s) to third parties and for payment of any recording, filing, courier or similar fees associated with such delivery unless otherwise agreed in writing.

5. INDEMNIFICATION

5.1 Each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the Indemnified Party) from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any breach of the representations, warranties or covenants made by the Indemnifying Party herein; or (b) the inaccuracy or falsity of any information or document provided by the Indemnifying Party in connection with the preparation of the Duplicate.

6. LIMITATION OF LIABILITY

6.1 Except for liability arising from fraud, willful misconduct or a breach of the fundamental representations in Section 3, neither Party shall be liable to the other for punitive, consequential, incidental or special damages, whether in contract, tort (including negligence) or otherwise.

7. NOTICES

7.1 All notices, requests, demands and other communications required or permitted by this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate by written notice in accordance with this Section.

8. AMENDMENTS; WAIVER

8.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any provision of this Agreement shall be effective unless in writing signed by the Party against whom the waiver is asserted.

9. GOVERNING LAW

9.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above without regard to conflict of laws principles.

10. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

10.1 This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior oral and written understandings, agreements, representations and warranties.

10.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

10.3 This Agreement may be executed in two or more counterparts, each of which when executed shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed originals for all purposes.

11. MISCELLANEOUS

11.1 The Parties acknowledge that Recipient's issuance of a Duplicate is conditioned upon Originator's compliance with applicable statutory requirements and payment of any fees associated with preparation, certification and recording. Originator shall promptly provide any further documentation reasonably requested by Recipient to permit issuance of a legally functional Duplicate.

11.2 The obligations and rights of the Parties under this Agreement shall survive any transfer of the Original or any Duplicate, except to the extent otherwise expressly agreed in writing by the Parties.

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