Legal Exclusions Form

LEGAL EXCLUSIONS FORM

This Legal Exclusions Form (the "Form") is entered into as of Effective Date: by and between Party A Name: with an address at ("Party A") and Party B Name: with an address at ("Party B").

RECITALS

WHEREAS, Party A and Party B are parties to an underlying agreement described as: (the "Underlying Agreement");

WHEREAS, the parties desire to identify specific matters, obligations, materials, or activities that shall be excluded from the scope of certain obligations, representations, warranties, or indemnities of the Underlying Agreement; and

WHEREAS, the parties intend for this Form to operate as an express written statement of exclusions and procedures for asserting, amending, or removing exclusions under the Underlying Agreement.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1. Capitalized terms used in this Form and not otherwise defined shall have the meanings assigned in the Underlying Agreement. For purposes of this Form, "Excluded Matter" means any item expressly listed in the Exclusions Schedule set forth below.

2. EXCLUSIONS SCHEDULE

2.1. The parties identify the following specific Excluded Matters. An Excluded Matter identified below shall not constitute a breach of, give rise to any representation or warranty claim under, or be subject to indemnification obligations under the Underlying Agreement, except as expressly provided in this Form.

3. EFFECT AND SCOPE OF EXCLUSIONS

3.1. Except as otherwise expressly set forth in this Form, an Excluded Matter shall (a) remain the sole responsibility of the identified party, (b) not be deemed a breach of the Underlying Agreement, and (c) not be subject to claims for indemnity, damages, specific performance, or injunctive relief arising solely from the Excluded Matter.

3.2. The parties expressly agree that the identification of an Excluded Matter does not operate to expand any party's affirmative obligations under the Underlying Agreement unless such expansion is separately agreed in writing.

4. PROCEDURE TO ASSERT OR AMEND AN EXCLUSION

4.1. To assert a new exclusion or amend an existing exclusion, the asserting party must deliver a written notice (an "Exclusion Notice") to the other party containing: (a) a clear description of the proposed Excluded Matter; (b) the legal and factual basis for the exclusion; and (c) any proposed effective date. Exclusion Notices shall be delivered in accordance with the Notices provision of this Form.

4.2. Unless the parties otherwise agree in writing, an asserted exclusion shall become effective only upon written agreement signed by authorized representatives of both parties or upon the expiration of a 30-day cure/objection period following delivery of the Exclusion Notice if no timely objection is made.

5. REPRESENTATIONS, WARRANTIES, AND AUTHORITY

5.1. Each party represents and warrants that it has full corporate power and authority to enter into and perform this Form, that this Form has been duly authorized by all necessary corporate or organizational action, and that this Form constitutes a valid and binding obligation enforceable in accordance with its terms.

5.2. Each party further represents that no exclusion submitted hereunder is intended to circumvent any statutory obligation or to disclaim liability for fraud, willful misconduct, gross negligence, or other liabilities that cannot be disclaimed as a matter of applicable law.

6. INDEMNIFICATION

6.1. Notwithstanding any exclusion, each party shall remain responsible for claims, losses, damages, costs, and liabilities arising from its own acts or omissions with respect to Excluded Matters to the extent such responsibility is required by applicable law or by express provision of the Underlying Agreement.

6.2. The allocation of indemnity for any Excluded Matter shall be governed by the express terms of the Underlying Agreement except where a contrary allocation is set forth in this Form in writing.

7. NOTICES

7.1. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the parties at the addresses set forth below or to such other address as may be designated in writing.

8. AMENDMENTS; WAIVER; COUNTERPARTS

8.1. This Form may be amended or supplemented only by a written instrument signed by authorized representatives of both parties. Any waiver must be in a writing signed by the party granting the waiver.

8.2. 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. Signatures transmitted by electronic or facsimile means shall be effective as original signatures.

9. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

9.1. Governing Law: The rights and obligations of the parties under this Form shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here: , without regard to conflicts of law principles.

9.2. Severability: If any provision of this Form is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall endeavor to negotiate a valid substitute provision.

9.3. Entire Agreement: This Form, together with the Underlying Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating to exclusions identified herein.

10. AUTHORIZED SIGNATORIES

Each party acknowledges that the individual signing below is authorized to execute this Form on behalf of that party and that, upon execution, this Form will be binding on the party represented.

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