Legal Exclusivity Certificate

LEGAL EXCLUSIVITY CERTIFICATE

This Legal Exclusivity Certificate (the "Certificate") is made effective as of by and between Certifier Name: , an entity of type Entity Type: Corporation Limited Liability Company Partnership Individual, having its principal place of business at (Certifier), and Beneficiary Name: , an entity of type Entity Type: Corporation Limited Liability Company Partnership Individual, having its principal place of business at (Beneficiary).

RECITALS

WHEREAS, Certifier is the legal owner or authorized representative with the authority to grant exclusivity in respect of the Subject Matter described below;

WHEREAS, Beneficiary desires a period of exclusivity to evaluate, negotiate and, if agreed, enter into a binding transaction with respect to the Subject Matter; and

WHEREAS, Certifier is willing to provide such exclusivity under the terms and conditions set forth in this Certificate in consideration of the assurances and covenants herein.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

"Subject Matter" means the assets, rights or opportunities described as:

"Territory" means:

"Exclusivity Period" means the period commencing on the Effective Date and continuing for months, unless earlier terminated in accordance with this Certificate.

2. GRANT OF EXCLUSIVITY

2.1 Grant. Subject to the terms and conditions of this Certificate, Certifier hereby grants to Beneficiary the exclusive right, within the Territory, to negotiate, evaluate and enter into an agreement concerning the Subject Matter during the Exclusivity Period. Certifier shall not, directly or indirectly, solicit, discuss, negotiate or enter into any agreement with any third party with respect to the Subject Matter in the Territory during the Exclusivity Period.

2.2 Exceptions. Notwithstanding Section 2.1, Certifier may proceed with transactions arising from offers or obligations existing on the Effective Date provided that Certifier discloses in writing to Beneficiary any such existing binding obligation within five (5) Business Days following execution of this Certificate. Describe any known exceptions:

3. TERM AND TERMINATION

3.1 Term. The exclusivity granted hereunder shall commence on the Effective Date and shall continue for the Exclusivity Period, unless earlier terminated pursuant to Section 3.2.

3.2 Termination for Cause. Either party may terminate this Certificate upon written notice if the other party materially breaches this Certificate and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONSIDERATION

4.1 Consideration. In consideration for the exclusivity granted herein, Beneficiary shall provide to Certifier the following consideration: . If monetary, amount:

4.2 Payment; Non-Refundability. All payments under this Certificate shall be non-refundable unless otherwise expressly provided herein. Payment terms:

5. REPRESENTATIONS AND WARRANTIES

5.1 Certifier represents and warrants to Beneficiary that: (a) Certifier has full right, power and authority to grant the exclusivity described herein; (b) to Certifier's Knowledge, there are no outstanding agreements that would prohibit the grant of exclusivity except as disclosed in writing to Beneficiary; and (c) execution and performance of this Certificate do not violate applicable law or any material agreement to which Certifier is a party.

5.2 Beneficiary represents and warrants to Certifier that Beneficiary has full right, power and authority to enter into this Certificate and perform its obligations hereunder.

6. COVENANTS

6.1 Confidentiality. Each party shall keep confidential and shall not disclose to any third party any Confidential Information received from the other party except as required by law. For the purposes of this Certificate, "Confidential Information" shall include non-public information relating to the Subject Matter, financial terms and negotiations, and any materials marked or identified as confidential.

6.2 Non-Circumvention. Certifier covenants that it shall not, directly or indirectly, take any action intended to circumvent or frustrate the exclusivity rights granted to Beneficiary during the Exclusivity Period.

7. REMEDIES

7.1 Injunctive Relief. The parties acknowledge that a breach of this Certificate may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

7.2 Damages and Costs. The prevailing party in any action to enforce this Certificate shall be entitled to recover reasonable attorneys' fees, costs and expenses incurred in connection with such action.

8. NOTICES

Notices shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice to the other party.

9. MISCELLANEOUS

Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of laws principles.

Entire Agreement. This Certificate, together with any written exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Severability. If any provision of this Certificate is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the remaining provisions shall continue in full force and effect.

Amendments and Waiver. No amendment, modification or waiver of any provision of this Certificate shall be effective unless set forth in a writing signed by both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

Counterparts. This Certificate 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 by electronic signature or transmission of a scanned executed counterpart shall be binding.

10. CERTIFICATION BY CERTIFIER

Certifier hereby certifies that, as of the Effective Date: (a) no additional commitments, options, pledges or encumbrances exist that would prevent the grant of exclusivity described herein except as disclosed in writing to Beneficiary; (b) Certifier has provided Beneficiary with all material information in Certifier's possession reasonably necessary to evaluate the Subject Matter; and (c) the individual executing this Certificate on behalf of Certifier is duly authorized to do so.

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