Legal Partial Definition

Legal Partial Definition

This Legal Partial Definition (the "Partial Definition") is made and entered into as of Effective Date: by and between Party A: , an entity organized as , with principal place of business at , and Party B: , an entity organized as , with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties have entered into or anticipate entering into one or more agreements identified as (the "Agreement"), and the Parties desire to provide certain definitions to be applied to the Agreement;

WHEREAS, the Parties intend that this Partial Definition supply or clarify only specified term meanings and construction rules, and not to replace or restate the full definitions in any existing document except as expressly provided herein;

WHEREAS, the Parties agree that partial definitions provided in this instrument will be enforceable to the extent adopted by the Parties in the Agreement or incorporated by reference;

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

1. DEFINITIONS AND SCOPE

1.1 Defined Terms. The terms and partial definitions set forth in the Defined Terms Schedule below shall constitute the Partial Definition for purposes of any Agreement that expressly incorporates this Partial Definition by reference. Where a term appears in both this Partial Definition and the Agreement, the definition chosen by the Parties in the Agreement controls unless the Agreement expressly states that this Partial Definition prevails.

1.2 Partial Nature. The Parties acknowledge and agree that the definitions provided herein may be incomplete relative to a full definitional schedule. Absent an express contrary provision in the Agreement, any ambiguity arising from a partial definition shall be resolved by reference to the express text of the Agreement and applicable rules of construction.

1.3 Interpretation Rules. For the avoidance of doubt: (a) headings are for convenience only and shall not affect interpretation; (b) singular includes the plural and vice versa; (c) "including" means "including without limitation"; (d) references to persons include entities; and (e) defined terms not expressly included in a particular Agreement shall not be implied.

2. INCORPORATION; PRIORITY

2.1 Incorporation by Reference. This Partial Definition may be incorporated by reference into any Agreement through an express clause that identifies this instrument by name and Effective Date. Upon such incorporation, the defined terms contained herein shall have the meanings provided herein as between the Parties for the purposes of that Agreement.

2.2 Priority. In the event of any conflict between the terms of this Partial Definition and the text of an Agreement that incorporates it, the Agreement shall govern except where the Agreement expressly provides that the definitions in this Partial Definition prevail, in which event the definitions in this Partial Definition shall control solely for the limited aspects expressly identified.

3. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full power and authority to execute and deliver this Partial Definition and to perform its obligations hereunder; (b) the execution and delivery of this Partial Definition has been duly authorized by all necessary corporate or other organizational action; and (c) this Partial Definition constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

4. TERM; TERMINATION

4.1 Term. This Partial Definition shall become effective on the Effective Date and shall remain in effect until terminated in accordance with Section 4.2 or until superseded by a later written partial or full definition executed by the Parties.

4.2 Termination. Either Party may terminate this Partial Definition upon thirty (30) days' prior written notice to the other Party; provided, however, that termination shall not affect the application of definitions already incorporated into an Agreement prior to the effective date of termination unless the Parties otherwise agree in writing.

5. NOTICES

All notices, requests, consents and other communications required or permitted under this Partial Definition shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice hereunder.

6. AMENDMENTS; WAIVER

6.1 Amendment. This Partial Definition may be amended or modified only by an instrument in writing signed by both Parties. No course of dealing, usage of trade or failure to enforce any right shall modify this provision.

6.2 Waiver. No waiver of any provision of this Partial Definition shall be effective unless in writing and signed by the Party against whom the waiver is asserted. A waiver of any breach shall not be a waiver of any subsequent breach.

7. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

7.1 Governing Law. This Partial Definition shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Agreement that incorporates this Partial Definition. If no jurisdiction is specified in such Agreement, the laws of the state of shall apply.

7.2 Entire Agreement. This Partial Definition, together with any Agreement that expressly incorporates it, constitutes the entire understanding with respect to the subject matter hereof and supersedes all prior oral or written understandings between the Parties relating to such subject matter to the extent expressly superseded.

7.3 Severability. If any provision of this Partial Definition is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall endeavor in good faith to replace the invalid or unenforceable provision with a valid provision that comes as close as possible to the Parties' original intent.

8. MISCELLANEOUS

8.1 Counterparts. This Partial Definition 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. Facsimile or electronic signatures shall be acceptable and binding.

8.2 Effect of Termination. Termination of this Partial Definition shall not affect rights or obligations that have accrued prior to termination and shall not impair any definition already incorporated into an Agreement unless the Parties expressly agree in writing.

SIGNATURES

The Parties have executed this Partial Definition as of the Effective Date first above written.

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