Legal Expiration Letter

LEGAL EXPIRATION LETTER

Date:

This Legal Expiration Letter ("Letter") is delivered as of the date set forth above by and between Client Name: with principal address at Client Address: ("Client"), and Recipient Name: with principal address at Recipient Address: ("Recipient").

Recitals

WHEREAS, Client and Recipient entered into an agreement titled Agreement Name: dated Agreement Date: (the "Agreement");

WHEREAS, the Agreement contains a definitive term or option that will expire on Expiration Date: , and the parties now desire to confirm the effect of such expiration and the post-expiration obligations of the parties;

WHEREAS, the parties intend that their rights and obligations following expiration be governed by the express terms of this Letter and the Agreement insofar as applicable.

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. Notice of Expiration

Client hereby provides formal notice that the Agreement identified above will expire on Expiration Date: (the "Expiration"). This Letter constitutes written notice of the Expiration for all purposes under the Agreement and applicable law.

2. Effect of Expiration

On the Expiration, unless the parties have otherwise agreed in writing prior to the Expiration: (a) all rights granted under the Agreement shall terminate; (b) Recipient shall immediately cease all use of Client's intellectual property and confidential information except as expressly permitted by the Agreement; and (c) each party shall be relieved of any future obligations under the Agreement except for obligations that by their nature survive termination or expiration, including without limitation payment obligations, confidentiality obligations, and indemnities.

3. Return or Destruction of Materials

Within Return Period (days): days after the Expiration, Recipient shall, at Client's election, either return to Client or securely destroy all tangible materials and electronic copies containing Client's Confidential Information and any copies, extracts or summaries thereof. Recipient shall certify in writing to Client that such return or destruction has been completed.

4. Survival

The provisions of the Agreement and this Letter that by their terms are intended to survive expiration, including but not limited to confidentiality, indemnification, warranty disclaimers, limitation of liability, and dispute resolution, shall survive and remain enforceable in accordance with their terms.

5. Post-Expiration Cooperation

Upon reasonable request and at reasonable times within Cooperation Period (days): days after the Expiration, each party shall reasonably cooperate with the other to effect an orderly wind-down of activities arising under the Agreement, including providing transition assistance and access to records necessary for the other party to exercise post-expiration rights.

6. Remedies

The parties acknowledge that a breach of the obligations set forth in this Letter, including failure to return or destroy Confidential Information, may cause irreparable harm to the non-breaching party for which monetary damages would be inadequate. Accordingly, the non-breaching party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

7. Indemnification

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 out of or resulting from that party's breach of this Letter or its obligations under the Agreement that survive expiration.

8. Notices

Notices to Client

Notices to Recipient

All notices required or permitted under this Letter shall be in writing and delivered in accordance with the notice addresses set forth above or to such other address as a party may designate in writing in accordance with this Section.

9. Governing Law

This Letter and any dispute arising out of or relating to this Letter shall be governed by and construed in accordance with the laws of State of Governing Law: without regard to conflict of laws principles.

10. Entire Agreement

This Letter, together with the Agreement to the extent expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations and communications, whether written or oral, relating to such subject matter.

11. Severability

If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall endeavor in good faith to replace any invalid, illegal or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

12. Amendments; Waiver; Counterparts

No amendment, modification or waiver of any provision of this Letter shall be effective unless in writing and signed by both parties. No waiver by either party of any breach shall be deemed a waiver of any other breach. This Letter 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.

Additional Representations

Each party represents and warrants that (a) it has full power and authority to execute and deliver this Letter and to perform its obligations hereunder, and (b) the person signing this Letter on its behalf has been duly authorized to do so.

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