Legal Inducement Agreement

LEGAL INDUCEMENT AGREEMENT

This Legal Inducement Agreement (this "Agreement") is made and entered into as of by and between Inducer Name: with principal address: , and Recipient Name: with principal address: .

RECITALS

WHEREAS, Inducer is willing to provide certain financial and non-financial incentives to Recipient to induce Recipient to enter into or perform obligations under one or more related transactions described below; and

WHEREAS, Recipient desires to obtain such inducement and agrees to comply with the terms, conditions and covenants set forth in this Agreement in consideration of Inducer's commitments; and

WHEREAS, the parties intend that the inducement provided hereunder will constitute the entire compensation and agreement concerning the matters described herein, subject to the terms and limitations set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Inducement" means the actions, payments, credits, reimbursements, benefits or assurances described in Section 2 below. 1.2 "Confidential Information" means information designated as confidential or which by its nature should reasonably be understood to be confidential, including trade secrets, proprietary business information, and financial data. 1.3 Terms defined elsewhere in this Agreement shall have the meanings ascribed to them where used.

2. SCOPE OF INDUCEMENT

2.1 Description of Inducement: Inducer agrees to provide the following inducement to Recipient:

2.2 Monetary Amount: The aggregate monetary component of the Inducement shall be (the "Inducement Amount"), subject to the payment schedule and conditions set forth in Section 4.

3. CONSIDERATION AND PAYMENT

3.1 Consideration. Recipient acknowledges receipt of sufficient consideration for the Inducement and covenants that the Inducement shall be used solely for the purpose stated in Section 2, and not for any other purpose except as the parties may otherwise agree in writing.

3.2 Payment Terms. Payments shall be made in accordance with the following schedule and upon satisfaction of the applicable conditions precedent:

3.3 Setoff. Inducer may set off any amounts owed by Recipient to Inducer against any Inducement Amount payable hereunder, provided Inducer gives Recipient written notice specifying the basis for such setoff.

4. CONDITIONS PRECEDENT

4.1 The obligation of Inducer to provide any portion of the Inducement is subject to the prior satisfaction (or written waiver by Inducer) of the following conditions precedent:

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (c) the execution, delivery and performance of this Agreement by such party has been duly authorized by all necessary action.

5.2 Recipient further represents that acceptance of the Inducement and performance hereunder will not violate any law, agreement, or court order applicable to Recipient.

6. COVENANTS

6.1 Recipient covenants to use the Inducement exclusively for the purposes stated in Section 2 and to maintain books and records sufficient to permit Inducer to verify compliance with this Agreement. Such records shall be made available to Inducer upon reasonable request during normal business hours.

6.2 Recipient shall comply with all applicable laws and shall not use any portion of the Inducement for unlawful activity or to make payments prohibited by applicable anti-corruption or export control laws.

7. CONFIDENTIALITY

7.1 Each party shall keep confidential and not disclose to any third party any Confidential Information received from the other party, except as compelled by law or as necessary to perform obligations under this Agreement. Recipient may disclose Confidential Information to its affiliates, officers, directors, counsel and auditors on a need-to-know basis provided such persons are bound by confidentiality obligations at least as restrictive as those in this Agreement.

8. INDEMNIFICATION

8.1 Recipient shall indemnify, defend and hold harmless Inducer and its affiliates, officers, directors and agents from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Recipient's breach of this Agreement, misuse of the Inducement or violation of applicable law in connection with this Agreement.

8.2 Inducer shall give Recipient prompt written notice of any claim for which indemnity is sought and shall cooperate reasonably in the defense of any such claim.

9. LIMITATION OF LIABILITY

EXCEPT FOR CLAIMS ARISING FROM FRAUD, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Agreement.

10.2 Termination for Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches any covenant, representation or warranty hereunder and fails to cure such breach within thirty (30) days after written notice thereof.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the parties at the addresses set forth below or at such other address as a party may designate by written notice to the other party in accordance with this Section.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

13. ENTIRE AGREEMENT

This Agreement (including any schedules or exhibits incorporated by reference) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements and understandings, whether written or oral, relating to such subject matter.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely effects the parties' original intent.

15. AMENDMENT; WAIVER; COUNTERPARTS

15.1 Amendment. This Agreement may not be amended or modified except by a written instrument signed by both parties. 15.2 Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of the same or any other provision. 15.3 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.

16. MISCELLANEOUS

16.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Inducer may assign its rights to an affiliate or a successor in connection with a merger or sale of substantially all of its assets. 16.2 Relationship of the Parties. The parties are independent contractors and nothing herein shall create any partnership, joint venture, agency or employment relationship between them.

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