Legal Intent Declaration

Legal Intent Declaration

This Legal Intent Declaration (the "Declaration") is entered into as of by and between Client Name: and Counterparty Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Party A and Party B have engaged in preliminary discussions concerning a potential transaction described as (the "Proposed Transaction");

WHEREAS, the Parties wish to record their present mutual intentions regarding the principal terms, the allocation of certain interim obligations, and the process for negotiation and good faith completion of documentation;

WHEREAS, the Parties intend that certain provisions of this Declaration be binding while other provisions remain non-binding expression of intent to negotiate.

NOW, THEREFORE

In consideration of the foregoing recitals and the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Declaration, the following terms shall have the meanings set forth below: "Confidential Information" means all non-public information disclosed by one Party to the other in connection with the Proposed Transaction, whether oral, written, electronic or other form, and including but not limited to business plans, financial data, customer information, and technical information.

2. PURPOSE AND INTENT

The Parties hereby state their mutual intent to negotiate in good faith toward definitive agreements governing the Proposed Transaction and to use commercially reasonable efforts to conclude such agreements on the material terms set forth herein and in any attached schedules.

3. MATERIAL TERMS

The Parties intend the following material terms as the basis for definitive documentation: anticipated closing date: ; purchase price / consideration: ; allocation of responsibilities:

4. NON-BINDING NATURE OF CERTAIN PROVISIONS

Except as expressly set forth in Section 5 (Binding Provisions) and Section 6 (Confidentiality, if elected), the Parties acknowledge and agree that this Declaration is not intended to create, and shall not be construed to create, any legally binding obligation to consummate the Proposed Transaction, to negotiate exclusively, or to obligate either Party to enter into any definitive agreement. Any binding obligation to consummate the Proposed Transaction shall arise only upon execution of definitive written agreements signed by authorized representatives of both Parties.

5. BINDING PROVISIONS

Notwithstanding Section 4, the Parties agree that the provisions expressly identified as binding in this Declaration shall be enforceable obligations. The Parties hereby designate the following provisions as binding: confidentiality (Section 6, if elected), exclusivity (Section 7, if elected), and governing law (Section 12). To indicate election of binding confidentiality, the Parties check the box below:

Confidentiality provision in Section 6 is elected as a binding obligation.

6. CONFIDENTIALITY

If elected by the Parties pursuant to Section 5, each Party shall keep Confidential Information in strict confidence and shall not disclose such information to any third party except to its employees, agents, legal advisors and financial advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. The receiving Party shall use Confidential Information solely for the purpose of evaluating and negotiating the Proposed Transaction and shall take reasonable measures to protect such information from unauthorized disclosure.

The obligations in this Section shall survive termination of this Declaration for a period of years.

7. EXCLUSIVITY

The Parties may elect to negotiate on an exclusive basis for a limited period. To elect exclusivity, the Parties check the box below and specify the exclusivity period. If elected, exclusivity shall be binding as designated in Section 5.

Elect exclusivity for a period of days from the effective date.

8. EXPENSES

Unless otherwise agreed in writing, each Party shall bear its own costs and expenses incurred in connection with the Proposed Transaction, including but not limited to legal, accounting and advisory fees. Any fee reimbursements or break-up fees must be expressly agreed in a separate writing signed by authorized representatives of both Parties.

9. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that it has full power and authority to enter into this Declaration and to perform its obligations hereunder, and that the individual executing this Declaration on behalf of such Party is duly authorized to do so.

10. TERM AND TERMINATION

This Declaration shall commence on the Effective Date and shall continue until the earlier of the execution of definitive agreements, written mutual termination by the Parties, or days from the Effective Date.

11. NOTICES

Notice Address for Party A

Notice Address for Party B

All notices, requests, consents or other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth above by hand delivery, nationally-recognized overnight courier, or registered or certified mail, return receipt requested, and shall be effective upon receipt.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Declaration shall be valid unless in writing and executed by authorized representatives of both Parties. No waiver by either Party of any default shall be deemed a waiver of any subsequent default.

13. GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties. The Parties agree that the governing jurisdiction is:

14. ENTIRE AGREEMENT; SEVERABILITY

This Declaration constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written discussions and understandings. If any provision of this Declaration is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS

This Declaration may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

16. AUTHORITY

Each person executing this Declaration on behalf of a Party represents and warrants that he or she is duly authorized to execute and deliver this Declaration and to bind such Party.

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