Legal Entente Agreement

LEGAL ENTENTE AGREEMENT

This Legal Entente Agreement ("Agreement") is made and entered into as of by and between , a organized and existing under the laws of , with a principal place of business at (hereinafter "Party A"), and , a organized and existing under the laws of , with a principal place of business at (hereinafter "Party B"). Party A and Party B may be referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, the Parties desire to establish a mutual understanding regarding cooperation, exchange of information, and potential joint activities related to the subject matter described in Section 2 (the "Purpose"); and

WHEREAS, certain terms of the Parties' interaction are intended to be non-binding while other terms, including confidentiality and dispute resolution, are intended to be binding as expressly set forth herein; and

WHEREAS, the Parties wish to set forth in writing their respective understandings and commitments as of the Effective Date.

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

1.1 "Confidential Information" means all non-public information disclosed by one Party to the other Party, whether oral, written, electronic or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, financial information and trade secrets.

1.2 "Effective Date" means the date set forth in the opening paragraph of this Agreement.

2. PURPOSE

The purpose of this Entente is to establish a framework for cooperation between the Parties with respect to:

3. TERM

This Agreement shall commence on the Effective Date and shall continue in effect for a period of unless earlier terminated in accordance with Section 7. Either Party may terminate this Agreement upon days' written notice to the other Party.

4. OBLIGATIONS OF THE PARTIES

4.1 Each Party shall use commercially reasonable efforts to cooperate in good faith to achieve the Purpose. Such obligations may include the exchange of relevant information, participation in meetings, and performance of tasks described in writing by the Parties.

4.2 Neither Party shall be obligated under this Agreement to enter into any definitive agreement, to expend funds, or to undertake any project unless and until such obligations are set forth in a separate, signed definitive agreement.

5. CONFIDENTIALITY

5.1 Each Party agrees to maintain in confidence and not disclose to any third party any Confidential Information received from the other Party except as expressly permitted in writing. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no breach of this Agreement; (b) was lawfully in the receiving Party's possession prior to disclosure; or (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

5.2 Each Party may disclose Confidential Information to its employees, consultants and advisors on a need-to-know basis provided that such persons are bound to protect the confidentiality of such information on terms at least as protective as those set forth herein.

6. NO PARTNERSHIP; NO EMPLOYMENT

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary relationship or employment relationship between the Parties. Neither Party has authority to bind the other Party in any respect.

7. TERMINATION

Either Party may terminate this Agreement as provided in Section 3. Termination shall not relieve either Party of obligations incurred prior to the effective date of termination, including obligations of confidentiality and payment of any amounts due and owing.

8. INDEMNIFICATION

Each Party (an "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (each an "Indemnified Party") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, negligence or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY) OR SECTION 8 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. PUBLICITY

Neither Party shall issue any press release or make any public announcement regarding this Agreement or the Parties' relationship without the prior written consent of the other Party, except as required by applicable law or regulation, in which case the Party required to disclose shall provide the other Party with prior notice to the extent permitted.

11. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered by hand, overnight courier, or certified mail (return receipt requested) to the addresses set forth below or such other address as a Party designates by notice to the other Party in accordance with this Section.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both Parties. No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy.

13. COUNTERPARTS

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. Execution and delivery of this Agreement by electronic signature shall have the same force and effect as an original signature.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it enforceable and the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

15. ENTIRE AGREEMENT; GOVERNING LAW

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles.

16. DISPUTE RESOLUTION

The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. If the Parties are unable to resolve the dispute within days, the dispute shall be resolved by binding arbitration in the jurisdiction set forth in Section 15 in accordance with the rules mutually agreed upon by the Parties.

17. MISCELLANEOUS

17.1 Assignment. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

17.2 Compliance with Laws. Each Party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement.

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