Legal Filed Document

LEGAL FILED DOCUMENT

This Legal Filed Document (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: located at , and Party B Name: located at .

RECITALS

WHEREAS, Party A is the owner of certain rights or interests described in the instrument to be filed and desires that such instrument be recorded or filed for public record as set forth in this Agreement;

WHEREAS, Party B has agreed to cooperate with the preparation, execution and filing of the instrument and to take such actions as are necessary to accomplish recordation or filing on the terms and conditions set forth herein;

WHEREAS, the parties intend by this Agreement to set forth their respective obligations regarding the preparation, execution, delivery, payment of filing fees, and recordation of such instrument.

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

1. DEFINITIONS

1.1 "Instrument" means the document described in Section 2 and attached description, which the parties intend to file or record with the applicable filing office.

1.2 "Filing Office" means the governmental or quasi-governmental office or registry in which the Instrument shall be filed or recorded.

2. DESCRIPTION AND FILING

2.1 Description of Instrument: The Instrument to be filed is described as:

2.2 Preparation and Execution: Party A shall prepare the Instrument for execution and shall deliver the final proposed form to Party B no fewer than business days prior to the intended filing. Each party represents and warrants that the individual(s) signing the Instrument have authority to bind the respective party.

2.3 Filing and Recordation: The parties shall cooperate and execute any further instruments and do all things reasonably necessary to accomplish filing or recordation of the Instrument in the Filing Office.

3. FEES, COSTS, AND TAXES

3.1 Filing Fees and Expenses: Unless otherwise agreed in writing, Party A shall be responsible for payment of the filing fee in the amount of and shall reimburse Party B for any reasonable, documented out-of-pocket expenses related to the filing.

3.2 Taxes and Assessments: Any transfer, documentary, recording or similar taxes or assessments arising from the filing shall be paid as required by law and allocated between the parties as follows:

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants to the other as of the Effective Date and as of the date of execution of the Instrument that: (a) it is duly organized, validly existing and in good standing under applicable law; (b) it has full corporate or other power and authority to enter into this Agreement and to perform its obligations hereunder; and (c) the person executing the Instrument on its behalf is duly authorized to do so.

4.2 No Consent Required: Except as disclosed in writing, execution, delivery, and performance of this Agreement do not violate any material agreement, judgment, decree, order or law applicable to either party.

5. COVENANTS

5.1 Cooperation: Each party shall cooperate in good faith with the other in all matters reasonably necessary for the preparation, execution and filing of the Instrument, including executing acknowledgments, affidavits, or supplementary documents as reasonably requested.

5.2 Confidentiality: The parties shall maintain the confidentiality of non-public information exchanged in the course of implementing this Agreement and shall not disclose such information except as required by law or court order. Exceptions for disclosures required for filing or recordation are permitted to the extent necessary to accomplish the filing.

6. INDEMNIFICATION

6.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all losses, liabilities, claims, damages and expenses, including reasonable attorneys' fees, arising out of or resulting from any breach of this Agreement by the Indemnifying Party or any inaccuracy in any representation or warranty made by the Indemnifying Party.

7. LIMITATION OF LIABILITY; REMEDIES

7.1 Except for a party's indemnification obligations or fraud, neither party shall be liable to the other for consequential, incidental, punitive or special damages, whether arising in contract, tort (including negligence), statute or otherwise.

7.2 The parties agree that monetary damages may be an inadequate remedy for breach of this Agreement and that, in addition to any other remedy, a party shall be entitled to seek specific performance or injunctive relief.

8. TERM; TERMINATION

8.1 This Agreement shall commence on the Effective Date and shall terminate automatically upon completion of recordation or filing of the Instrument and the satisfaction of all payment obligations set forth herein, unless earlier terminated by mutual written agreement of the parties.

9. NOTICES

Notices to Party A

Notices to Party B

Notices shall be deemed given when delivered in person, three (3) business days after deposit in the U.S. mail, postage prepaid, or upon confirmed receipt if sent by nationally recognized overnight courier, addressed as set forth above or to such other address as a party may designate by notice in accordance with this Section.

10. AMENDMENTS; WAIVER

10.1 No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

11. COUNTERPARTS

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 facsimile or electronic image shall have the same force and effect as originals.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties below, without giving effect to principles of conflicts of law.

Governing Law State:

12.2 Entire Agreement: This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written.

12.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to carry out the parties' intent to the maximum extent permitted by law.

13. MISCELLANEOUS

13.1 Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, reorganization or sale of substantially all assets.

13.2 Further Assurances: Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the provisions of this Agreement.

ADDITIONAL INFORMATION

Attachments, exhibits, or additional instructions to be filed with the Instrument:

PARTY DETAILS

Party A - Additional Contact

Party B - Additional Contact

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