Legal Exclusion Signature Form

LEGAL EXCLUSION SIGNATURE FORM

This Legal Exclusion Signature Form (the "Form") is entered into as of Effective Date: by and between Excluding Party: , Entity Type: Individual Corporation LLC Partnership , Address: ; and Including Party: , Entity Type: Individual Corporation LLC Partnership , Address:

RECITALS

WHEREAS, the parties have engaged in negotiations and certain agreements or communications (collectively, the "Underlying Matters") exist between or among the parties that relate to business dealings, contracts, claims, records, or other obligations; and

WHEREAS, the parties desire to expressly identify and preserve certain specified matters, claims, rights, obligations, or items from any release, waiver, or other broad language contained in any compromise, settlement, or agreement between the parties; and

WHEREAS, the parties intend by this Form to set forth with particularity the scope and legal effect of the exclusions to which the parties have agreed.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Form, the following terms shall have the meanings set forth below. "Excluded Matters" means those claims, obligations, records, contracts, proceedings, persons, or other items specifically described in Section 2. "Agreement" means any settlement, release, or other instrument between the parties to which an exclusion may attach.

2. EXCLUSIONS

The parties expressly agree that the following categories and items are excluded from any release, discharge, waiver, or broad language otherwise provided in the Agreement and shall survive any instrument purporting to release claims generally:

Categories (check all that apply): Specific legal claims or actions Certain contracts or contract rights Corporate records or documents Designated persons or employees Confidential information (limited)

3. SCOPE AND EFFECT OF EXCLUSION

3.1 Scope. The Excluded Matters set forth in Section 2 are excluded from any general or specific release, waiver, or covenant not to sue and shall remain enforceable, actionable and preserved in full. Any instrument that references releases or general waivers shall be construed so as not to affect the Excluded Matters.

3.2 Survival. The exclusions contained herein shall survive termination, expiration, or consummation of any Agreement between the parties and shall not be deemed waived unless set forth in a written instrument signed by the party asserting the Excluded Matters.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Form, that the person signing on its behalf is authorized to do so, and that no other consent or authorization is required to give effect to the exclusions set forth herein.

5. INDEMNIFICATION

5.1 Indemnity. To the extent a party is obligated to indemnify, defend or hold harmless the other party for matters that are expressly excluded by this Form, the party asserting an indemnity obligation shall do so in respect of only those matters that are not Excluded Matters. If a dispute arises as to whether a matter is excluded, the parties shall follow the procedures set forth in the Agreement or otherwise procure an adjudication of the issue.

5.2 Limitations. Any limitation of liability or cap agreed in the Agreement shall govern for non-excluded matters; Excluded Matters shall not be constrained by such caps unless expressly stated in this Form.

6. NO WAIVER

No failure or delay by any party in exercising any right under this Form shall operate as a waiver of that right. A waiver of any provision of this Form shall be effective only if in a written instrument signed by the party waiving compliance.

7. NOTICES

All notices under this Form shall be given in writing and shall be delivered to the addresses set forth below or such other address as a party designates by written notice. Notice is effective upon receipt.

8. AMENDMENT; COUNTERPARTS

This Form may be amended only by a written instrument executed by authorized representatives of both parties. This Form 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.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties:

9.2 Entire Agreement. This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written understandings concerning the Excluded Matters.

9.3 Severability. If any provision of this Form is held to be invalid 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 carry out the parties' intent to the fullest extent permitted by law.

10. AUTHORITY TO SIGN

Each undersigned representative certifies and warrants that he or she is duly authorized to execute this Form on behalf of the party for whom they sign and that such party agrees to be bound by the terms hereof.

Each party acknowledges and agrees that the exclusions set forth in this Form are specific and deliberate, and that this Form shall be binding upon and enforceable against the parties and their respective successors and permitted assigns.

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