Legal No Adjudication Declaration

LEGAL NO ADJUDICATION DECLARATION

This No Adjudication Declaration (the "Declaration") is made as of by and between Party A: , an entity of type Individual Corporation LLC Other, with principal address for notices set forth below; and Party B: , an entity of type Individual Corporation LLC Other.

RECITALS

WHEREAS, a dispute or potential dispute has arisen between the parties concerning the subject matter described as: ;

WHEREAS, the parties desire to preserve resources and avoid the costs, delay and uncertainty of formal adjudication by courts or arbitration tribunals with respect to the Subject Matter, except as expressly set forth herein; and

WHEREAS, the parties intend by this Declaration to establish a binding agreement limiting the initiation and prosecution of adjudicative proceedings as set forth below.

NOW THEREFORE

In consideration of the mutual covenants and promises contained in this Declaration and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DECLARATION OF NO ADJUDICATION

1.1 For the duration set forth in Section 3, each party covenants and agrees that it will not institute, commence, file, cause to be filed, or otherwise pursue any adjudicative proceeding in any court, administrative tribunal, or arbitration forum seeking final adjudication on the merits with respect to the Subject Matter, except as expressly permitted in this Declaration.

1.2 This covenant is a contractual limitation on remedies and is intended to be enforceable by specific performance and injunctive relief in addition to any other remedy available at law or in equity.

2. PERMITTED ACTIONS AND EXCEPTIONS

2.1 Notwithstanding Section 1, either party may seek provisional or emergency relief from a competent court or tribunal when necessary to preserve rights, assets or evidence, to prevent irreparable harm, or to obtain provisional injunctive relief. Any such provisional relief sought shall be narrowly tailored and used only to preserve the status quo pending negotiation or other non-adjudicative resolution.

2.2 The parties may pursue alternative dispute resolution processes, including mediation or neutral evaluation, and agree to engage in good faith mediation if requested by either party prior to seeking provisional relief under Section 2.1.

3. TERM; TERMINATION

3.1 This Declaration shall become effective as of the date first written above and shall remain in force until , unless earlier terminated by mutual written agreement of the parties or as otherwise provided herein.

3.2 Either party may terminate this Declaration upon material breach by the other party that is not cured within thirty (30) days after written notice specifying the breach and demanding cure; provided, however, termination shall not affect remedies for breaches that occurred prior to termination.

4. CONFIDENTIALITY OF NEGOTIATIONS

4.1 Communications, offers, proposals, and settlement negotiations exchanged in furtherance of avoiding adjudication shall be treated as confidential settlement communications to the fullest extent permitted by law and shall not be used as evidence in any adjudicative proceeding unless required by a court order.

4.2 Each party shall keep confidential the contents of mediation and settlement discussions, and shall not disclose such information to third parties except to its counsel, accountants, insurers, or as required by applicable law.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants that it has full authority to enter into this Declaration, that the individual executing this Declaration on its behalf is duly authorized, and that this Declaration constitutes a valid and binding obligation enforceable against it in accordance with its terms.

5.2 Party A represents that: it has authority to bind Party A it has disclosed material facts to Party B.

5.3 Party B represents that: it has authority to bind Party B it has disclosed material facts to Party A.

6. REMEDIES

6.1 Breach of this Declaration shall entitle the non-breaching party to pursue equitable remedies including specific performance and injunctive relief. The parties agree that monetary damages alone may be an inadequate remedy for breach of the no-adjudication covenant.

6.2 The prevailing party in any action to enforce this Declaration shall be entitled to recover reasonable attorneys' fees, costs and disbursements as determined by the tribunal hearing the enforcement action.

7. NOTICES

Notice Address for Party A

Notice Contact for Party A

Notice Address for Party B

Notice Contact for Party B

8. AMENDMENT; WAIVER

8.1 This Declaration may be amended, modified or supplemented only by a written instrument signed by the parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

9. COUNTERPARTS

9.1 This Declaration 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. Signatures delivered by electronic transmission shall be effective to bind the delivering party.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 This Declaration shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

10.2 This Declaration constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral.

10.3 If any provision of this Declaration is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

11. MISCELLANEOUS

11.1 Remedies provided herein are cumulative and in addition to any other remedies available at law or in equity. The parties acknowledge that the terms of this Declaration are fair and reasonable.

11.2 The headings in this Declaration are for convenience only and shall not affect interpretation.

Additional Remarks or Special Exceptions (if any)

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