Legal Negotiation Agreement

LEGAL NEGOTIATION AGREEMENT

This Legal Negotiation Agreement ("Agreement") is made effective as of Effective Date: by and between Party A Name: , an entity organized as: Corporation LLC Partnership Individual, with principal place of business at ; and Party B Name: , an entity organized as: Corporation LLC Partnership Individual, with principal place of business at .

RECITALS

WHEREAS, Party A and Party B desire to engage in discussions and negotiations concerning a potential business arrangement, transaction or other commercial relationship (the "Proposed Transaction"); and

WHEREAS, the parties intend to define the scope, timing and terms of such discussions and to allocate responsibilities with respect to confidentiality, exclusivity and costs associated with negotiation activities.

WHEREAS, the parties desire to set forth certain binding and non-binding terms that will govern their negotiations.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in any form relating to the Proposed Transaction, including business plans, financial information, customer lists, technical data and trade secrets; Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the Receiving Party prior to disclosure as demonstrated by written records; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

2. SCOPE OF NEGOTIATIONS

The parties will negotiate in good faith regarding the scope and commercial terms of the Proposed Transaction. The initial scope to be addressed is described as:

3. CONFIDENTIALITY

Each Receiving Party will hold Confidential Information in strict confidence and will not disclose it to any third party except to its employees, agents, advisors or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party will use Confidential Information solely for the purpose of pursuing the Proposed Transaction and will exercise at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care.

Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information to the extent required by law or order of a court or regulatory authority, provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates with reasonable efforts to obtain confidential treatment or a protective order.

4. EXCLUSIVITY

For the Exclusivity Period, the Disclosing Party grants the other party an exclusive right to negotiate with respect to the Proposed Transaction and the other party will not, directly or indirectly, solicit or negotiate with any third party regarding a transaction similar to the Proposed Transaction. Exclusivity Period (days):

5. GOOD FAITH

Each party shall negotiate in good faith, use commercially reasonable efforts to exchange information, consider reasonable proposals and cooperate in scheduling and preparation of required documentation. Good faith does not require either party to accept terms that would be materially detrimental to its economic interests or legal obligations.

6. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues for Negotiation Period (days): unless earlier terminated by mutual written consent or by either party upon thirty (30) days' prior written notice to the other party. Termination shall not relieve any party of obligations accrued prior to termination, including confidentiality obligations.

7. NEGOTIATION EXPENSES

Each party shall bear its own costs and expenses in connection with the negotiation of the Proposed Transaction unless the parties expressly agree in writing to a different allocation. If applicable, the parties agree that a negotiation fee payable by Party in the amount of shall be due under the payment terms set forth in writing by the parties.

8. NO BINDING OBLIGATION TO CONSUMMATE

Except as expressly provided in Sections 3 (Confidentiality), 4 (Exclusivity) and 7 (Negotiation Expenses), the parties acknowledge and agree that neither party is under any obligation to consummate the Proposed Transaction and no binding agreement regarding the Proposed Transaction will exist unless and until a definitive written agreement is executed by both parties.

9. REMEDIES

The parties agree that a breach of the confidentiality or exclusivity provisions of this Agreement will cause irreparable harm for which monetary damages may be inadequate, and the non-breaching party will be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or equity.

10. INDEMNIFICATION

Each party will indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligent or willful breach of this Agreement.

11. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, fraud, or breach of Section 3 (Confidentiality) or Section 4 (Exclusivity), neither party will be liable to the other for indirect, consequential, special or punitive damages, and each party's aggregate liability under this Agreement will be limited to direct damages not to exceed the lesser of actual damages or .

12. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate in writing.

13. AMENDMENTS

Any amendment or modification of this Agreement must be in writing and signed by both parties to be effective.

14. WAIVER

No waiver by either party of any breach of this Agreement will be deemed a waiver of any subsequent breach. The failure to enforce any provision of this Agreement will not constitute a waiver of that provision.

15. COUNTERPARTS

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

16. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

17. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, the remainder of the provision and the other provisions of this Agreement will remain in full force and effect and will be interpreted to give effect to the parties' intent as reflected herein.

SIGNATURES

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