Legal Joint Election Form

LEGAL JOINT ELECTION FORM

This Joint Election Form (the "Election") is made and entered into as of by and between Party A: (Entity Type: Corporation LLC Individual ) and Party B: (Entity Type: Corporation LLC Individual ).

RECITALS

WHEREAS, the parties desire to make a joint, binding election with respect to the matter described herein and to memorialize the terms, conditions and procedures governing such election; and

WHEREAS, each party represents that it has full corporate or legal authority to enter into this Election, that the individual executing this Election on its behalf is duly authorized, and that this Election is a valid and binding obligation enforceable in accordance with its terms; and

WHEREAS, the parties desire to set forth the scope, duration, notice procedures and remedies applicable to the joint election.

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

1. JOINT ELECTION

1.1 Election. The parties hereby jointly elect to:

1.2 Binding Effect. This Election shall be binding upon and enforceable against each party in accordance with its terms. Each party acknowledges that the joint election is intended to create mutual, reciprocal obligations and that neither party may unilaterally revoke the Election except as expressly provided herein.

2. EFFECTIVE DATE AND TERM

2.1 Effective Date. The effective date of this Election shall be the date first set forth above or such other date as is mutually agreed in writing by the parties:

2.2 Term. Unless earlier terminated pursuant to Section 6, this Election shall remain in effect for a period of years from the Effective Date.

3. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other as of the Effective Date that:

(a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to execute, deliver and perform its obligations under this Election; and

(b) the execution, delivery and performance of this Election have been duly authorized by all necessary action and do not violate any agreement, law or obligation binding on such party.

4. COVENANTS

4.1 Performance. Each party covenants to take such actions as are reasonably necessary to effectuate the joint election, including executing any additional documents or instruments reasonably required to give full force and effect to the Election.

4.2 Cooperation. The parties shall cooperate in good faith and shall provide each other with all information reasonably requested in connection with the administration or implementation of the Election.

5. INDEMNIFICATION

5.1 Mutual Indemnity. Each party (the "Indemnifying Party") agrees to 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 the Indemnifying Party's representations, warranties or covenants contained in this Election.

5.2 Procedure. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which indemnification is sought. Failure to give prompt notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced by such failure.

6. TERMINATION

6.1 Termination Events. This Election may be terminated prior to the expiration of the Term (a) by mutual written agreement of the parties, (b) upon material breach by a party that remains uncured for thirty (30) days after written notice, or (c) as otherwise mutually agreed in writing.

6.2 Survival. Termination shall not relieve any party of obligations that, by their nature, are intended to survive termination, including indemnification, confidentiality obligations expressly set forth herein, and liabilities arising from acts or omissions prior to termination.

7. NOTICES

7.1 Method. All notices, requests, demands and other communications under this Election must be in writing and shall be deemed to have been duly given if delivered personally, by certified mail (return receipt requested), by nationally recognized courier service, or by electronic transmission with confirmation of receipt to the addresses set forth below or to such other address as each party may designate by notice in writing.

8. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Election shall be effective unless in writing and signed by duly authorized representatives of both parties. A waiver by either party of a breach or default under this Election shall not constitute a waiver of any subsequent breach or default.

9. GOVERNING LAW

This Election shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties below without regard to conflict of laws principles. The parties select:

10. ENTIRE AGREEMENT

This Election, including any exhibits or schedules attached hereto, 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, of the parties.

11. SEVERABILITY

If any provision of this Election is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

12. COUNTERPARTS; EXECUTION

This Election 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. Facsimile or electronic signatures shall be treated as original signatures for all purposes.

IN WITNESS WHEREOF, the parties have executed this Joint Election Form effective as of the Effective Date shown above.

Sign Now