Legal Extension Documents

LEGAL EXTENSION DOCUMENTS

This Extension Agreement (the "Extension") is made as of Effective Date: by and between Party A Name: , a organized under the laws of , with principal place of business at ; and Party B Name: , a organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, the parties entered into that certain agreement titled dated (the "Agreement");

WHEREAS, the parties desire to extend the Term and certain deadlines, milestones and obligations set forth in the Agreement on the terms and conditions contained herein;

WHEREAS, the parties agree that the Agreement shall remain in full force and effect except as expressly amended by this Extension.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used but not defined in this Extension shall have the meanings assigned to them in the Agreement. For purposes of this Extension, "Extended Term" means the period specified in Section 2 below.

2. EXTENSION OF TERM

2.1 Extension. The Term of the Agreement is hereby extended and shall continue in effect until (the "New Termination Date"), unless earlier terminated in accordance with the Agreement.

2.2 Effect of Extension. Except as expressly modified by this Extension, all covenants, obligations and conditions of the Agreement shall continue in full force and effect through the New Termination Date.

3. DEADLINES, MILESTONES AND DELIVERABLES

3.1 Extended Deadlines. The parties agree that the deadlines, milestones and deliverables described in the Agreement are amended as follows. Attach a detailed description of the specific extensions or revised schedule in the field below.

3.2 Additional Documents. If necessary to reflect any revised schedule the parties shall execute such amendments, statements of work, or schedules as may be required to implement the extensions described above.

4. CONSIDERATION

4.1 Consideration. In consideration for the extensions granted herein, Party shall pay to Party the sum of USD, payable in accordance with the payment terms of the Agreement unless otherwise specified below.

4.2 No Waiver of Other Rights. Payment of any amount or performance of any obligation pursuant to this Extension shall not constitute a waiver of any rights or remedies available to any party under the Agreement.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full corporate or legal power and authority to enter into this Extension and to perform its obligations hereunder; (b) the execution and delivery of this Extension and the performance of its obligations hereunder have been duly authorized by all necessary corporate or other action; and (c) when executed and delivered by such party, this Extension will constitute a legal, valid and binding obligation enforceable in accordance with its terms.

6. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Extension shall be effective unless in writing and signed by an authorized representative of each party. No delay or failure to exercise any right shall constitute a waiver of that right.

7. NOTICES

All notices, requests, consents, approvals and other communications required or permitted under this Extension shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may specify in writing in accordance with this Section).

8. COUNTERPARTS; ELECTRONIC SIGNATURES

This Extension 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 shall be deemed original signatures for all purposes.

9. GOVERNING LAW

This Extension and any claim, controversy or dispute arising under or related to this Extension shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to choice of law principles.

10. ENTIRE AGREEMENT

This Extension, together with the Agreement, 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, of the parties relating thereto.

11. SEVERABILITY

If any provision of this Extension is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect, and the invalid, illegal or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable while preserving the parties' intent.

12. MISCELLANEOUS

12.1 Assignment. Neither party may assign its rights or delegate its obligations under this Extension without the prior written consent of the other party, except to a successor in connection with a merger, sale of substantially all assets, or change of control.

12.2 No Third-Party Beneficiaries. This Extension is intended solely for the benefit of the parties hereto and their permitted successors and assigns and is not intended to confer any rights on any third party.

12.3 Authority. Each individual executing this Extension on behalf of a party represents and warrants that he or she is duly authorized to execute and deliver this Extension on behalf of such party and to bind the party to the obligations contained herein.

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