Legal Exclusion Form

LEGAL EXCLUSION FORM

This Legal Exclusion Form (the "Form") is made effective as of by and between First Party Name: a with principal place of business at (hereinafter "Party A"), and Second Party Name: a with principal place of business at (hereinafter "Party B"). Party A and Party B are collectively referred to as the "Parties."

RECITALS

WHEREAS, the Parties have engaged in certain transactions, communications, or dealings described as:

WHEREAS, the Parties desire to identify, document, and reserve certain matters, claims, causes of action, or categories of relief that shall be excluded from any current or future release, settlement, or waiver executed between them;

WHEREAS, the Parties intend that this Form shall set forth the scope, duration, and legal effect of such exclusions.

NOW, THEREFORE, in consideration of the mutual promises and 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 "Excluded Matters" means the matters, claims, causes of action, defenses, rights, or remedies expressly identified in Section 2 of this Form and any attachments thereto. Excluded Matters shall include both known and unknown claims to the fullest extent permitted by law unless otherwise limited by the Parties in this Form.

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

2. SCOPE AND DESCRIPTION OF EXCLUSIONS

2.1 Description. The Parties hereby agree that the Excluded Matters are as follows:

2.2 Categories. Without limiting the foregoing, the Parties acknowledge that Excluded Matters may include one or more of the following categories (select all that apply) and any additional items identified in the description above:

Breach of contract claims Tort claims (including negligence, fraud) Statutory or regulatory claims Third-party claims or cross-claims

2.3 Temporal Scope. The Excluded Matters shall apply to claims arising on or after and until , unless otherwise specified in writing and signed by both Parties.

2.4 Effect. Except as expressly provided herein, the Parties shall not, by any subsequent agreement, instrument, release, or stipulation, purport to release, compromise, assign, or otherwise prejudice any Excluded Matters. Any attempt to do so shall be void with respect to the Excluded Matters to the extent inconsistent with this Form.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each Party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Form; (b) execution and delivery of this Form and performance of its obligations do not and will not violate any agreement, order, judgment, or law applicable to it; and (c) the individual signing on behalf of each Party is duly authorized to execute this Form on behalf of that Party.

4. CONSIDERATION

4.1 Consideration. The Parties acknowledge that the mutual promises contained in this Form constitute sufficient consideration for the exclusions set forth herein. If monetary or other consideration is provided in connection with the exclusion, specify amount or description below:

5. COVENANTS

5.1 Non-Release Covenant. Each Party covenants that it shall not execute or agree to any release, settlement agreement, or stipulation that would have the effect of extinguishing, waiving, or prejudicing the Excluded Matters except by express written instrument signed by both Parties acknowledging and preserving the Excluded Matters.

5.2 Preservation of Rights. The Parties shall take reasonable steps to preserve documentary and other evidence relevant to any Excluded Matters and shall notify one another promptly upon receipt of any demand, claim, or legal process that relates to an Excluded Matter.

6. INDEMNIFICATION

6.1 Indemnity. Each Party (the "Indemnitor") shall indemnify, defend, and hold harmless the other Party (the "Indemnitee") from and against any loss, damage, liability, cost or expense (including reasonable attorneys' fees) incurred by the Indemnitee as a direct result of the Indemnitor's breach of the covenants or representations set forth in this Form.

6.2 Limitation. The indemnification obligations shall be subject to any limitations of liability or caps expressly agreed to in writing by the Parties.

7. CONFIDENTIALITY

7.1 Confidential Treatment. The Parties agree that the fact of the Excluded Matters and the terms of this Form shall be treated as confidential information and shall not be disclosed to any third party except (a) as required by law, (b) to a Party's legal or financial advisors under duties of confidentiality, or (c) with the prior written consent of the other Party.

8. NOTICES

All notices under this Form shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below, or to such other address as a Party may designate by written notice to the other Party:

9. GOVERNING LAW; MISCELLANEOUS

9.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of the jurisdiction mutually selected by the Parties. The Parties submit to the exclusive jurisdiction of the courts of that jurisdiction for any action arising under or in connection with this Form.

9.2 Entire Agreement. This Form constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral, relating to the Excluded Matters.

9.3 Severability. If any provision of this Form is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be enforced to the greatest extent permitted by law.

9.4 Amendments; Waiver. No amendment, modification, or waiver of any provision of this Form shall be effective unless in writing and signed by both Parties. The failure of either Party to enforce any provision of this Form shall not constitute a waiver of future enforcement of that or any other provision.

9.5 Counterparts. This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be deemed original for all purposes.

10. EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Legal Exclusion Form as of the Effective Date.

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