Legal Field Endorsement Form

LEGAL FIELD ENDORSEMENT FORM

This Legal Field Endorsement Form (the "Endorsement") is entered into as of Effective Date: by and between Endorser: , an entity of type organized under the laws of , and Endorsee: , an entity of type organized under the laws of .

RECITALS

WHEREAS, Endorser is the holder of certain rights, title, licenses or contractual interests relating to the field identified in Section 1 below (the "Field"); and

WHEREAS, Endorsee desires to obtain from Endorser an endorsement of limited legal authority and related rights in respect of the Field for the purposes and scope set forth herein; and

WHEREAS, Endorser is willing to grant such endorsement subject to the terms, conditions, limitations and covenants set forth in this Endorsement.

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

1. FIELD IDENTIFICATION

2. DEFINITIONS

2.1 "Endorsement" means the grant of authority and acknowledgement by Endorser evidencing Endorsee's right to undertake the authorized activities described in Section 3, subject to the terms of this instrument.

2.2 "Field Rights" means all rights, licenses, permits, covenants and approvals, whether contractual or statutory, that are necessary to carry out the activities expressly authorized by this Endorsement.

3. GRANT OF ENDORSEMENT; SCOPE

3.1 Subject to the terms and conditions of this Endorsement, Endorser hereby endorses and grants to Endorsee the limited right to act on behalf of Endorser with respect to the Field to the extent necessary to perform the following activities: (collectively, the "Authorized Activities"). The Authorized Activities shall not include the right to convey, sell or encumber Endorser's underlying fee or leasehold title except as expressly provided in a separate written instrument signed by Endorser.

3.2 Endorsee shall exercise the Authorized Activities in a commercially reasonable manner and in compliance with all applicable laws, regulations and contractual obligations affecting the Field. Endorsee shall not make or tolerate any act that would impair Endorser's title or caused a breach of any third-party agreement without Endorser's prior written consent.

4. CONSIDERATION

As full and adequate consideration for the Endorsement, Endorsee shall pay to Endorser the amount of and shall perform the covenants and obligations set forth in this Endorsement. Receipt and sufficiency of such consideration are acknowledged by Endorser.

5. TERM; TERMINATION

5.1 This Endorsement shall commence on the Effective Date and shall continue in full force and effect until unless earlier terminated in accordance with this Section.

5.2 Either party may terminate this Endorsement upon thirty (30) days' prior written notice to the other party if the other party materially breaches any representation, warranty or covenant herein and fails to cure such breach within the notice period.

6. REPRESENTATIONS AND WARRANTIES

6.1 Endorser represents and warrants that: (a) Endorser has good and marketable title or the full contractual authority to grant the Endorsement described herein; (b) there are no outstanding liens or third-party restrictions that would prevent or materially impede Endorsee's exercise of the Authorized Activities except as disclosed in writing to Endorsee; and (c) the execution and delivery of this Endorsement and the performance hereunder do not violate any statutory provision or any material contract to which Endorser is a party.

6.2 Endorsee represents and warrants that: (a) it has all necessary corporate or organizational power and authority to accept this Endorsement and to perform the Authorized Activities; and (b) it will act in good faith and in accordance with applicable law in performing its obligations hereunder.

7. INDEMNIFICATION

7.1 Endorsee shall indemnify, defend and hold harmless Endorser and its officers, directors, agents and employees from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Endorsee's performance of the Authorized Activities, except to the extent caused by Endorser's gross negligence or willful misconduct.

8. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any Confidential Information received from the other party in connection with this Endorsement, except as required by law or as reasonably necessary to perform the Authorized Activities. "Confidential Information" shall mean non-public information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

9. NOTICES

All notices, requests, consents and other communications under this Endorsement shall be in writing and delivered to the addresses set forth below by hand, certified mail (return receipt requested), nationally recognized overnight courier, or other method providing evidence of delivery. Notices are effective upon receipt.

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Endorsement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision of this Endorsement shall not constitute a waiver of such provision or of the right to enforce such provision.

11. GOVERNING LAW

This Endorsement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflicts of laws principles.

12. ENTIRE AGREEMENT; SEVERABILITY

This Endorsement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. If any provision of this Endorsement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

13. COUNTERPARTS

This Endorsement 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 facsimile, electronic image or other electronic means shall be deemed original signatures for all purposes.

14. ADDITIONAL PROVISIONS

The parties acknowledge that any exercise of the Authorized Activities that requires consent, filing, approval or notice to a third party shall be undertaken only after satisfaction of such requirements and, where required, Endorser's prior written approval, which shall not be unreasonably withheld.

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