Legal Non Waiver Form

LEGAL NON WAIVER FORM

This Non-Waiver Agreement (the "Agreement") is made as of by and between First Party Name: with principal address , and Second Party Name: with principal address .

Recitals

WHEREAS, the parties previously entered into an agreement entitled dated (the "Referenced Agreement");

WHEREAS, a dispute or event has arisen between the parties concerning alleged breaches, defaults, or other matters described as: ;

WHEREAS, the parties desire to confirm and memorialize their agreement with respect to the effect of any past or future forbearance, delay, or failure to enforce rights or remedies under the Referenced Agreement or applicable law.

Now, Therefore

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

1. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below: "Referenced Agreement" means the agreement identified above; "Waiver" means any intentional and unconditional relinquishment of a known right in a writing signed by the party against whom enforcement is sought.

2. Acknowledgement of Non-Waiver

The parties expressly acknowledge that any forbearance, delay, omission, or failure by either party to insist upon strict performance of any term, covenant, or condition of the Referenced Agreement, or to exercise any right or remedy available at law or in equity, shall not constitute or be deemed to constitute a waiver of such term, covenant, condition, right, or remedy unless such waiver is made in a writing signed by the party to be charged with such waiver.

3. Reservation of Rights and Remedies

Except as expressly provided in a written instrument signed by an authorized representative of the party against whom enforcement is sought, all rights, remedies, defenses, and privileges available at law or in equity to any party are expressly reserved and preserved. No action or inaction by a party shall preclude it from exercising any such rights or remedies at any time.

4. No Implied Waiver

The parties agree that no course of conduct, failure to enforce, or course of performance shall be deemed to constitute an implied waiver, modification, or amendment of any provision of the Referenced Agreement or this Agreement. Any purported waiver must be explicit, limited in scope, and set forth in a separate written instrument signed by the waiving party.

5. Limited Waiver (If Any)

If the parties have previously executed any written waiver applicable to the Referenced Agreement, such waiver shall be effective only to the extent expressly set forth in that written instrument. Describe any existing written waiver, if applicable:

I certify that a limited, written waiver exists as described above.

6. Term

This Agreement shall become effective on the date first written above and shall continue in full force and effect until terminated by mutual written agreement of the parties or until replaced by a subsequent written agreement. If the parties intend for this Agreement to remain in effect until a specific date, state that date:

Alternatively, check below to indicate that this Agreement remains in effect indefinitely until terminated in writing:

This Agreement shall remain in effect indefinitely until terminated by written agreement.

7. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as any party may designate by notice in accordance with this Section. Notices are effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

8. Amendments

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. Any attempted amendment, modification, or waiver not in conformity with this Section shall be void and of no force or effect.

9. Waiver

No waiver of any breach of this Agreement shall be effective unless in writing and signed by the party granting the waiver. No waiver shall be construed as a waiver of any subsequent breach of the same or any other provision.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of state and federal courts located in that state for resolution of disputes arising out of this Agreement.

11. Severability

If any provision of this Agreement 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 thereby, and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that effectuates the original intent to the greatest extent permitted by law.

12. Entire Agreement

This Agreement 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, between the parties relating to the subject matter hereof.

13. Counterparts and Electronic Signatures

This Agreement 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 transmitted by electronic means shall be deemed to be original signatures for all purposes.

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