Legal MHB Agreement

LEGAL MHB AGREEMENT

This Mutual Holdback Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A: , an entity organized as Corporation LLC Individual, with principal place of business at ; and Party B: , an entity organized as Corporation LLC Individual, with principal place of business at .

RECITALS

WHEREAS, the parties have entered into or are negotiating one or more transactions under which funds or other consideration will be retained pending satisfaction of certain obligations and conditions described herein (the "Transaction"); and

WHEREAS, the parties desire to create a mutual, contractual holdback arrangement to secure performance, indemnity obligations, and completion of post-closing adjustments, and to set forth procedures for release, dispute resolution, and allocation of held amounts.

WHEREAS, the parties wish to appoint or designate an Escrow Agent or mutually agreed custodian to receive and administer the holdback pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Holdback Amount" means the amount of money or other value to be held in accordance with Section 2. The Holdback Amount shall be: .

1.2 "Escrow Agent" means the person or entity designated by the parties to receive and administer the Holdback Amount: , address: .

2. DEPOSIT AND ADMINISTRATION OF HOLDBACK

2.1 Deposit. Within days of the Effective Date, the depositing party shall deliver the Holdback Amount to the Escrow Agent in immediately available funds or by such other method as the Escrow Agent reasonably accepts.

2.2 Administration. The Escrow Agent shall hold and administer the Holdback Amount solely in accordance with this Agreement, and shall follow only the written instructions signed by both parties or a final, non-appealable order of a court of competent jurisdiction, except as otherwise provided herein.

3. RELEASE CONDITIONS

3.1 Automatic Release. Subject to Section 3.3, the Escrow Agent shall release the Holdback Amount to upon the earliest to occur of the following: completion of the specific milestone described as ; or the date that is days after the Effective Date.

3.2 Partial Releases. The parties may agree in writing to release portions of the Holdback Amount upon satisfaction of specified partial conditions. Each partial release shall be documented in writing, signed by both parties, and delivered to the Escrow Agent.

3.3 Disputed Claims. If either party delivers to the Escrow Agent a written notice asserting a claim against the Holdback Amount within the Release Period, the Escrow Agent shall retain the disputed portion until the claim is resolved by written agreement of the parties or by final order of a court of competent jurisdiction. Absent such notice, the Escrow Agent may rely on the parties' joint written instructions to release funds.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, that the execution and delivery and performance of this Agreement have been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

4.2 The Escrow Agent represents that it is willing to accept appointment and to perform the duties set forth herein, subject to reasonable administrative fees and indemnification as set forth in Section 7.

5. INDEMNIFICATION; LIMITATION OF LIABILITY

5.1 Indemnification. Each party agrees to indemnify, defend and hold harmless the other party and the Escrow Agent from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of any breach of such party's representations, warranties or covenants hereunder.

5.2 Limitation on Escrow Agent Liability. The Escrow Agent shall not be liable for any action taken in good faith and in reliance upon any instrument, notice or other document reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party, except for willful misconduct or gross negligence. The Escrow Agent's aggregate liability for any act or omission shall be limited to actual direct damages and shall not include consequential, special or punitive damages.

6. DISPUTE RESOLUTION

6.1 Negotiation. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by direct negotiation between designated representatives.

6.2 Arbitration. If the dispute is not resolved by negotiation within thirty (30) days, the dispute shall be finally resolved by binding arbitration administered by a neutral arbitral forum selected by the parties. The arbitration shall be conducted by a single arbitrator, shall apply the substantive law designated in Section 12, and the arbitrator's award shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction.

7. FEES, COSTS AND TAXES

7.1 Escrow Fees. Reasonable fees and expenses charged by the Escrow Agent for services performed hereunder shall be paid as follows: .

7.2 Tax Treatment. Any taxes, withholdings, or similar charges assessed against the Holdback Amount shall be borne by the party as required by applicable law or as otherwise agreed in writing by the parties.

8. TERM AND TERMINATION

8.1 Term. This Agreement shall commence on the Effective Date and shall remain in effect until the Holdback Amount has been fully released and all obligations hereunder have been satisfied, unless earlier terminated by mutual written agreement of the parties.

8.2 Termination. Termination shall not affect the rights of any party with respect to obligations or liabilities arising prior to termination, nor shall it relieve the Escrow Agent of duties with respect to any funds then held.

9. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or such other address as a party may designate by notice in accordance with this Section.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment. This Agreement may be amended only by a written instrument executed by both parties.

10.2 Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of that or any other provision.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be effective as originals.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

11.2 Entire Agreement. This Agreement, including any exhibits and written releases referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral.

11.3 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.

12. MISCELLANEOUS PROVISIONS

12.1 Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

12.2 Reliance on Counsel. Each party acknowledges it has had the opportunity to obtain independent legal advice with respect to this Agreement and the transactions contemplated hereby.

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