Legal Partial Agreement

LEGAL PARTIAL AGREEMENT

This Legal Partial Agreement (the "Agreement") is made and entered into as of Effective Date: by and between First Party: with principal place of business at , and Second Party: with principal place of business at . Each of the foregoing may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties previously entered into certain obligations and agreements concerning the subject matter described below; and

WHEREAS, the Parties desire to limit and define the obligations to be performed and the remedies available with respect to a portion of those obligations, and to set forth the Parties' agreement with respect to such partial performance and consideration;

WHEREAS, the Parties intend that this Agreement constitute a partial and binding undertaking that modifies certain obligations while reserving all other rights and claims unless expressly waived herein.

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

1. DEFINITIONS

1.1 "Partial Obligations" means the specific duties, deliveries, services or claims expressly described in Schedule A attached hereto and incorporated by reference, and as further described in the .

1.2 "Remaining Rights" means all rights, remedies, claims and defenses that are not expressly modified, released, or waived by this Agreement.

2. SCOPE OF PARTIAL AGREEMENT

2.1 Subject to the terms and conditions of this Agreement, the Parties agree that the obligations set forth in Schedule A constitute the Partial Obligations for which the Parties agree to specific performance, consideration and limitation of remedies as provided herein. Except as expressly modified by this Agreement, all other obligations and rights under any prior agreement or at law or in equity remain in full force and effect as Remaining Rights.

SCHEDULE A — DESCRIPTION OF PARTIAL OBLIGATIONS

3. PARTIAL PERFORMANCE AND CONSIDERATION

3.1 In consideration for the Partial Obligations, the Party providing consideration shall deliver to the other Party the sum and/or actions specified below. The Parties acknowledge that such consideration is intended to settle or fix only the liabilities or obligations identified in Schedule A and shall not constitute a waiver of Remaining Rights unless expressly stated.

4. TERM AND TERMINATION

4.1 This Agreement shall commence on the Effective Date and shall remain in effect with respect to the Partial Obligations until the Parties have performed their respective obligations described in Schedule A or until earlier terminated in accordance with this Section.

4.2 Either Party may terminate this Agreement in the event of a material breach by the other Party that remains uncured for thirty (30) days following written notice specifying the nature of the breach and the relief requested.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants that it has full corporate or organizational power and authority to enter into this Agreement, that the execution, delivery and performance of this Agreement have been duly authorized by all necessary action, and that this Agreement constitutes a valid and binding obligation enforceable against such Party in accordance with its terms.

5.2 Each Party further warrants that, to the best of its knowledge, the Partial Obligations and consideration described in Schedule A are free of any undisclosed liens, claims or encumbrances that would prevent performance as contemplated by this Agreement.

6. CONFIDENTIALITY

6.1 The Parties acknowledge that, in connection with the Partial Obligations, each may receive Confidential Information. Each Party agrees to maintain the confidentiality of such information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care, and not to disclose such information except as permitted by this Agreement or required by law.

7. INDEMNIFICATION

7.1 Each Party shall indemnify, defend and hold harmless the other Party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement by the indemnifying Party or from the indemnifying Party's gross negligence or willful misconduct in performing the Partial Obligations.

8. LIMITATION OF LIABILITY

8.1 Except for liability arising from fraud, willful misconduct, or indemnification obligations under Section 7, neither Party shall be liable to the other for consequential, incidental, special or punitive damages, and each Party's aggregate liability under this Agreement shall be limited to the total consideration actually paid under Section 3 in connection with the Partial Obligations.

9. NOTICES

9.1 Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier, to the addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section).

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 This Agreement may be amended only by a writing signed by both Parties. No waiver of any provision or breach of this Agreement shall be effective unless in writing and signed by the Party granting the waiver. The failure or delay by a Party to exercise any right shall not constitute a waiver of that right.

10.2 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 facsimile or electronic image shall be binding as originals.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to its conflicts of law principles.

11.2 This Agreement, including Schedule A and any other attachments, 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.

11.3 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves as nearly as possible the original economic and legal intent of the invalid provision.

12. MISCELLANEOUS

12.1 Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning Party's obligations hereunder.

12.2 The headings in this Agreement are for convenience only and shall not affect interpretation.

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