Legal Filed Version

LEGAL FILED VERSION

This Legal Filed Version (the "Agreement") is made and entered into as of Effective Date: by and between Party A: , an entity of type: Individual Corporation LLC Partnership Other: , with principal place of business at ; and Party B: , an entity of type: Individual Corporation LLC Partnership Other: , with principal place of business at .

RECITALS

WHEREAS, Party A and Party B have negotiated the terms set forth in this Agreement and intend that a true, executed copy be filed and recorded in the official records of the jurisdiction identified below to provide notice to third parties; and

WHEREAS, the parties desire to memorialize the obligations, representations, and the fact of recordation so that such filed version may be relied upon by registrars, title companies, and successors in interest;

WHEREAS, the parties wish to set forth their agreement regarding the preparation, submission, and certification of the filed instrument and to allocate responsibility for costs and compliance with recording requirements.

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

1. Definitions

1.1 "Filed Document" means this Agreement in the exact form executed by the parties and submitted for recordation in the public records of the jurisdiction identified in Section 4. "Effective Date" means the date set forth above. Terms not otherwise defined shall have the meanings ascribed to them in this Agreement.

2. Filing and Recordation

2.1 Responsibility to File. Unless otherwise agreed in writing, Party A shall prepare the necessary documents for recordation and submit the Filed Document for filing with the recorder or registrar for the following jurisdiction:

2.2 Recording Details. The party preparing the filing shall use commercially reasonable efforts to obtain a filing or recording stamp, document number, and return a conformed copy to the other party. Recording/filing particulars to be entered below upon recordation:

3. Representations and Warranties

3.1 Each party represents and warrants that it has full corporate or individual power and authority to enter into and perform this Agreement, that the execution and delivery of this Agreement and the performance of its obligations will not violate or conflict with any law, agreement, or instrument binding it, and that the signatory is duly authorized to execute this Agreement.

3.2 Each party further represents that the information submitted for recordation is true, accurate, and complete to the best of its knowledge and that no material information has been omitted that would render the filing misleading.

4. Confidentiality of Filed Version

4.1 The parties acknowledge that recordation may make portions of this Agreement publicly accessible. To the extent permitted by law, the parties agree that confidential provisions shall be redacted from publicly filed copies, and that unredacted originals shall remain in the custody of the recording party or its counsel. Redaction shall not alter the enforceability of the underlying obligations between the parties.

5. Indemnification

5.1 Each party shall indemnify, defend and hold harmless the other party and its officers, directors and agents from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of a representation, warranty or covenant contained in this Agreement or inaccuracies in information provided for recordation.

6. Limitation of Liability

6.1 EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Term and Termination

7.1 This Agreement shall remain effective until superseded by a subsequently filed and recorded instrument or until terminated by mutual written agreement of the parties. Termination shall not affect obligations accrued prior to termination, including obligations with respect to previously recorded copies.

8. Notices

8.1 All notices 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 specify in writing). Notice shall be effective upon personal delivery, upon confirmed receipt of electronic delivery where mutually agreed, or three (3) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

9. Amendments and Waiver

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

10. Counterparts and Electronic Execution

10.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including scanned or facsimile signatures) shall be effective for all purposes.

11. Governing Law; Entire Agreement; Severability

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction where the Filed Document is recorded, without regard to conflicts of law principles.

11.2 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, negotiations and discussions, whether oral or written.

11.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the original intent of the parties to the fullest extent permissible.

12. Execution; Filing Certification

12.1 Each party hereby certifies that the executed copy submitted for recording is a true and complete copy of the agreement executed by the party and that the individual signing on behalf of any entity is duly authorized to do so.

Sign Now