Legal Master Agreement Notice

LEGAL MASTER AGREEMENT NOTICE

This Legal Master Agreement Notice (the Notice) is given as of Date of Notice: by and between Notifying Party Name: with principal address: ("Notifying Party"), and Receiving Party Name: with principal address: ("Receiving Party").

RECITALS

WHEREAS, the Notifying Party and the Receiving Party entered into a Master Agreement identified as Master Agreement Date: (the Master Agreement), which sets forth general terms and conditions governing transactions between the parties; and

WHEREAS, pursuant to the Master Agreement, the Notifying Party is required to provide written notice of specified events, defaults, terminations, assignments, or other matters affecting rights and obligations under the Master Agreement; and

WHEREAS, the Notifying Party delivers this Notice to inform the Receiving Party of the matters described herein and to specify the actions required to cure or otherwise address those matters.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in the Master Agreement and this Notice, the parties agree as follows:

1. NOTICE OF EVENT

1.1. Nature of Notice. The Notifying Party hereby provides notice to the Receiving Party that the following event has occurred or is alleged to have occurred under the Master Agreement:

Notice of Default    Notice of Termination    Notice of Assignment    Notice of Proposed Amendment    Other

2. REFERENCE INFORMATION

3. CURE PERIOD AND REQUIRED ACTION

3.1. Cure Period. Pursuant to the terms of the Master Agreement, the Notifying Party requires the Receiving Party to cure the alleged event within Cure Period (days): calendar days from receipt of this Notice, unless a different cure period is specified in the Master Agreement.

3.2. Consequences of Failure to Cure. If the Receiving Party fails to timely perform the Required Action within the Cure Period, the Notifying Party may exercise any and all rights and remedies available under the Master Agreement or at law or in equity, including but not limited to suspension of performance, termination of obligations, setoff, recovery of damages, and injunctive relief.

4. REMEDIES AND RESERVATION OF RIGHTS

The Notifying Party expressly reserves all rights, remedies and claims under the Master Agreement and applicable law. Nothing in this Notice shall constitute a waiver of any right to seek damages, specific performance, or other relief, nor shall issuance of this Notice constitute acceptance of any claim by the Receiving Party. Any calculation of amounts due or alleged damages is preliminary and subject to verification.

5. REPRESENTATIONS

Each party represents and warrants that it is duly authorized to deliver this Notice and that the facts set forth herein are true and accurate to the best of such party’s knowledge after due inquiry. The Notifying Party's delivery of this Notice does not constitute an admission of liability or a concession of any kind.

6. NOTICES

6.1. Method of Delivery. Notices required or permitted under the Master Agreement or this Notice shall be given in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic mail where electronic delivery has been previously agreed between the parties.

7. GOVERNING LAW; VENUE

This Notice and any disputes arising out of or relating to the Master Agreement shall be governed by the laws of Governing Law Jurisdiction: without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction and venue of the courts located in such jurisdiction for resolution of disputes.

8. ENTIRE AGREEMENT

This Notice constitutes a written notice under the Master Agreement and, together with the Master Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof. To the extent of any inconsistency between this Notice and the Master Agreement, the Master Agreement shall control except to the extent this Notice expressly amends a provision consistent with the Master Agreement's amendment procedures.

9. SEVERABILITY

If any provision of this Notice 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.

10. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or waiver of any provision of this Notice must be in writing and signed by authorized representatives of both parties. No failure or delay by any party in exercising any right or remedy will operate as a waiver of that right or remedy. This Notice may be executed in counterparts, each of which will be deemed an original and all of which together constitute one instrument; signatures exchanged by electronic means shall be effective to bind the signing party.

11. ACKNOWLEDGMENT

By signing below, the undersigned represent and warrant that they are duly authorized to deliver this Notice on behalf of the party for which they sign and that the facts set forth in this Notice are true and accurate to the best of their knowledge after due inquiry.

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