Legal Execution Drafts

LEGAL EXECUTION DRAFTS

This Legal Execution Drafts Agreement (this Agreement) is entered into as of Effective Date: by and between Party A Name: , a Entity Type: Corporation LLC Partnership organized under the laws of with principal place of business at ; and Party B Name: , a Entity Type: Corporation LLC Partnership organized under the laws of with principal place of business at .

RECITALS

WHEREAS, the parties have negotiated or will negotiate certain transaction documents, drafts, forms, schedules and ancillary instruments (collectively, the Drafts) that are intended to be executed by the parties or their authorized representatives; and

WHEREAS, the parties desire to set forth the procedures by which Drafts will be executed in counterpart, when execution will be deemed effective, and the obligations of each party with respect to delivery, authentication, and retention of executed originals;

WHEREAS, the parties intend that this Agreement govern the form and effect of all execution copies and the exchange of counterpart signatures;

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

1.1 "Drafts" means all preliminary and final drafts, redlines, schedules, exhibits, certificates and ancillary instruments prepared in connection with the transactions contemplated by the parties and identified in the Execution Schedule.

1.2 "Executed Documents" means copies of Drafts signed by one or more party representatives, irrespective of format, including original wet-ink signatures, facsimile reproductions, scanned images and electronic signatures.

2. EXECUTION; DELIVERY; EFFECTIVENESS

2.1 Execution in Counterparts. Any Draft may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Delivery of an Executed Document by electronic transmission in portable document format (PDF) or other agreed format shall be effective as delivery of an original.

2.2 Binding Effect. A Draft executed by all required signatories and delivered in accordance with Section 2.1 shall be binding on the executing party even if the executing party retains executed originals in separate physical files or by electronic copy.

2.3 Authentication and Retention. Each party shall retain a copy of all Executed Documents and shall, upon request, provide counterparts or certified copies to the other party within a commercially reasonable time.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants to the other that (a) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (b) it has full corporate or other power and authority to execute and deliver Drafts and to perform its obligations hereunder; and (c) the individual executing any Draft on its behalf is duly authorized to do so.

3.2 No representation or warranty hereunder shall be deemed an admission of liability or a waiver of any defense available under applicable law.

4. CONDITIONS PRECEDENT

4.1 Each party's obligation to be bound by any Executed Document is subject to satisfaction or waiver of any conditions precedent expressly set forth in such Draft. No execution or delivery of an Executed Document shall be construed as a waiver of any condition precedent unless expressly stated in writing.

5. CONFIDENTIALITY OF DRAFTS

5.1 All Drafts, whether marked or unmarked, and communications regarding execution procedures shall be treated as Confidential Information as between the parties. Confidential Information shall not be disclosed to any third party except as reasonably required for internal review, legal counsel, or as required by law.

5.2 This confidentiality obligation shall not apply to information that becomes generally available without breach of this Agreement or that is independently developed by a party without use of the Drafts.

6. INDEMNIFICATION

6.1 Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from (a) the indemnifying party's breach of any representation, warranty or covenant contained in this Agreement; or (b) the unauthorized disclosure or misuse of Drafts by the indemnifying party.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice pursuant hereto). Notice shall be effective upon delivery by hand, upon confirmed delivery by electronic transmission, or three business days after deposit with a nationally recognized overnight courier.

8. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party against whom enforcement is sought. No course of dealing or failure to enforce any right shall operate as a waiver.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of the jurisdiction of governing_law_state: , without regard to principles of conflicts of laws.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating thereto.

10.2 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

11. COUNTERPARTS; ELECTRONIC SIGNATURES

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. Signatures transmitted by electronic means (including PDF, email image, facsimile or electronic signature platform) shall be effective to bind the signing party and shall be treated as original signatures for all purposes.

12. EXECUTION SCHEDULE

MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The parties agree to execute and deliver such further instruments and documents and to take such further actions as may be necessary or desirable to carry out the provisions and purposes of this Agreement.

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