Legal Intent Contract

LEGAL INTENT CONTRACT

This Legal Intent Contract (the "Agreement") is made and entered into as of Effective Date: , by and between Party A: Full legal name: , Entity Type: Individual Corporation LLC Partnership Other , with Notice Address: ; and Party B: Full legal name: , Entity Type: Individual Corporation LLC Partnership Other , with Notice Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Party A and Party B desire to negotiate in good faith toward a potential business arrangement described as:

WHEREAS, the Parties wish to record certain mutual understandings regarding confidentiality, exclusivity, timing and the allocation of costs during the negotiation period; and

WHEREAS, the Parties intend for certain provisions of this Agreement to be binding and enforceable while reserving the right to enter into a definitive agreement containing additional commercial and legal terms.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the following meanings: "Confidential Information" means all non-public information disclosed by one Party to the other, in whatever form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. "Definitive Agreement" means a final, written agreement signed by both Parties setting forth the final terms and conditions of the proposed transaction.

2. NATURE OF AGREEMENT; BINDING AND NON-BINDING PROVISIONS

Except as expressly stated below, this Agreement is intended solely to record the Parties' present intent to continue discussions and to negotiate a Definitive Agreement. The Parties acknowledge and agree that, except for Sections 3 (Confidentiality), 4 (Exclusivity), 6 (Expenses), 10 (Notices), 12 (Governing Law), and this Section 2, no other provision of this Agreement shall be legally binding and neither Party shall be obligated to proceed with the proposed transaction unless and until a Definitive Agreement has been executed by both Parties.

3. CONFIDENTIALITY (BINDING)

Each Party agrees that it shall: (a) hold Confidential Information of the other Party in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use the Confidential Information except for the purpose of negotiating the Definitive Agreement; and (c) not disclose the Confidential Information to any third party except to its employees, affiliates, advisors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those contained in this Agreement. Confidential Information shall not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other Party's Confidential Information; or (iv) is required to be disclosed by law, provided that the disclosing Party gives prompt written notice and cooperates to seek protective measures.

4. EXCLUSIVITY (BINDING)

For the Exclusivity Period stated below, neither Party shall solicit, negotiate, or enter into discussions or agreements with any third party with respect to a transaction substantially similar to the proposed transaction without the prior written consent of the other Party. Exclusivity Period (days): . The Exclusivity Period shall commence on the Effective Date and continue until the earlier of the expiration of the stated period or termination pursuant to Section 7.

5. GOOD FAITH NEGOTIATION

The Parties shall negotiate in good faith and use commercially reasonable efforts to reach agreement on the material terms of a Definitive Agreement by Target Closing Date: . The Parties acknowledge that time is of the essence for performance of the obligations set forth in the binding provisions of this Agreement.

6. EXPENSES (BINDING)

Each Party shall bear its own fees and expenses incurred in connection with the negotiation, preparation and execution of this Agreement and any Definitive Agreement unless otherwise expressly agreed in writing. The Parties may agree in a written side letter to allocate certain out-of-pocket expenses; any such allocation shall be binding if signed by authorized representatives of both Parties.

7. TERM AND TERMINATION

This Agreement shall remain in effect until the earlier of: (a) execution of a Definitive Agreement; (b) mutual written agreement of the Parties to terminate; or (c) expiration of the Exclusivity Period. Either Party may terminate this Agreement for convenience upon ten (10) days' prior written notice to the other Party; provided, however, that Sections 3 (Confidentiality), 4 (Exclusivity), 6 (Expenses), 10 (Notices), 12 (Governing Law), and this Section 7 shall survive termination.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and other similar laws.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any claims, liabilities, losses, damages, costs and expenses arising out of its breach of this Agreement, its gross negligence or willful misconduct in connection with the negotiation of the proposed transaction.

10. NOTICES (BINDING)

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or at such other address as a Party may designate by written notice). Notices shall be deemed given upon personal delivery, upon confirmed delivery by courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered mail.

11. AMENDMENTS; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude any other or further exercise of that right.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles that would result in the application of the laws of any other jurisdiction.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures provided by electronic or scanned transmission shall be treated as original signatures for all purposes.

14. ENTIRE AGREEMENT

This Agreement, together with any executed written side letters or exhibits, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating thereto.

15. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS PROVISIONS

Any party seeking equitable relief for breach of the binding provisions of this Agreement shall be entitled to seek injunctive relief, specific performance or other equitable remedies in addition to any other remedies available at law or in equity. The Parties agree that the remedies at law for breach of certain provisions may be inadequate and that such relief shall not be deemed exclusive.

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