Legal Opting-Out Agreement

LEGAL OPTING-OUT AGREEMENT

This Legal Opting-Out Agreement (the Agreement) is entered into as of by and between Opting-Out Party Name: (the Opting-Out Party) and Counterparty Name: (the Counterparty). Each of the Opting-Out Party and the Counterparty are hereinafter collectively referred to as the Parties and individually as a Party.

RECITALS

WHEREAS, the Parties previously entered into or are subject to an agreement, policy, program, or other arrangement described as: dated ;

WHEREAS, the Opting-Out Party desires to elect to opt out of specified rights, obligations, claims, or participation described herein, and the Counterparty is willing to document the effect of that election subject to the terms and conditions of this Agreement;

WHEREAS, the Parties intend that this Agreement shall govern the legal consequences of the opt-out election and that certain rights and obligations in the original arrangement shall be modified as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) "Opt-Out" or "Opting Out" means the affirmative election by the Opting-Out Party to exclude itself from, or to decline to be bound by, specific rights, benefits, duties, claims or obligations otherwise arising under the original agreement or applicable program, as described in Section 2 below.

(b) "Effective Date" means the date set forth in Section 4 of this Agreement or such later date as the Parties may agree in writing.

2. OPT-OUT DECLARATION

The Opting-Out Party hereby elects to opt out of the following provisions, rights, claims, or participation (describe with specificity the provisions, sections, rights, or categories being opted out of):

The Parties acknowledge and agree that the Opt-Out is limited to the items expressly described above and does not operate to modify or waive any other provision of the original agreement except as expressly set forth in this Agreement.

3. SCOPE AND EFFECT

3.1. Effect on Rights and Obligations. From the Effective Date, the Opting-Out Party shall not be entitled to exercise, and shall not be subject to, the opted-out rights and obligations identified in Section 2. Except as expressly provided in this Agreement, all other rights and obligations under the original agreement shall remain in full force and effect.

3.2. No Release of Unspecified Claims. This Agreement does not constitute a general release of claims by either Party unless a specific release is set forth in writing in the Opted-Out Provisions field above or in a separate written instrument signed by the Parties.

3.3. Third-Party Rights. The Parties represent that, to their knowledge, the exercise of the Opt-Out will not violate the rights of a third party or any binding court order; should any third-party interest be implicated, the Parties shall cooperate in seeking any consent or taking such steps as may be reasonably necessary.

4. EFFECTIVE DATE AND TERM

4.1. Effective Date. The Opt-Out set forth in this Agreement shall be effective as of , unless another effective date is specified in the Opted-Out Provisions.

4.2. Term. Unless otherwise agreed in writing, the opt-out shall remain in effect in accordance with the duration of the rights or obligations from which the Opting-Out Party has elected to opt out, or until terminated by mutual written agreement of the Parties.

5. CONSIDERATION

The Parties acknowledge that the following consideration is provided in exchange for the Opt-Out (describe monetary or non-monetary consideration, if any):

If no monetary consideration is provided, the Parties acknowledge mutual promises and other good and valuable consideration as sufficient consideration for this Agreement.

6. REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants to the other Party as follows: (a) it has full power and authority to enter into this Agreement; (b) the individual signing on its behalf is duly authorized to bind that Party; (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; and (d) the execution and performance of this Agreement do not violate any other agreement to which that Party is bound.

The Opting-Out Party further represents that it has been afforded the opportunity to seek independent advice concerning the consequences of the Opt-Out and that it enters into this Agreement voluntarily.

Opting-Out Party acknowledges it has had the opportunity to consult independent legal counsel and understands the legal effect of this Opt-Out.

7. CONFIDENTIALITY

Except as required by law or as otherwise agreed in writing, the Parties shall keep confidential the terms and existence of this Agreement and shall not disclose it to third parties without the prior written consent of the other Party; provided, however, that disclosure may be made to legal or financial advisors on a need-to-know basis subject to customary confidentiality obligations.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section):

Notices shall be deemed given upon receipt if delivered personally, one (1) business day after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, by certified mail, return receipt requested.

9. AMENDMENTS, WAIVER AND COUNTERPARTS

Any amendment or modification of this Agreement must be in a writing signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party against whom enforcement is sought. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; VENUE

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

11. LIMITATION OF LIABILITY

Except to the extent prohibited by applicable law, neither Party shall be liable to the other for incidental, consequential, punitive or special damages arising out of or related to this Agreement, except for breach of confidentiality or willful misconduct.

12. ENTIRE AGREEMENT; SEVERABILITY

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. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified or severed to the minimum extent necessary to make it valid and enforceable and the remaining provisions shall remain in full force and effect.

13. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. References to "include" or "including" are illustrative and shall not limit the scope of any provision.

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