Legal Recon Document

Legal Recon Document

This Legal Recon Document (the "Agreement") is made effective as of Effective Date: , by and between Party A Name: , a/an , with principal address at ; and Party B Name: , a/an , with principal address at

Recitals

WHEREAS, Party A and Party B have maintained records, accounts, invoices, and supporting documentation (the "Records") relating to certain transactions and obligations between them for the Reconciliation Period beginning and ending ; and

WHEREAS, the Parties desire to reconcile, document and resolve differences in those Records, to identify agreed amounts outstanding (if any), and to establish procedures for resolving any remaining disputes in accordance with the terms set forth below.

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 acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Reconciliation Items" means the specific invoices, credits, payments, adjustments, claims and supporting documents identified by the Parties and listed in the Reconciliation Schedule. 1.2 "Reconciled Amounts" means the net amounts agreed by the Parties to be owed by one Party to the other as set forth in the Reconciliation Schedule.

2. Reconciliation Statement

2.1 The Parties have undertaken a review of the Records and have attached a Reconciliation Schedule identifying each Reconciliation Item, the Parties' respective positions, adjustments proposed, and the Reconciled Amounts. The Parties agree to use commercially reasonable efforts to complete and finalize such Schedule within calendar days from the Effective Date.

2.2 Where the Parties agree on a Reconciled Amount owing from one Party to the other, the owing Party shall remit payment of the Reconciled Amount within calendar days of the date of execution of this Agreement or as otherwise specified in the Reconciliation Schedule.

3. Reconciliation Procedure and Disputes

3.1 If either Party disputes any item included in the Reconciliation Schedule, that Party shall provide written notice describing the disputed item and the basis for the dispute within days of delivery of the Schedule. The Parties shall meet in good faith to resolve any such disputes within a further days.

3.2 If the Parties cannot resolve a dispute within the time provided, either Party may pursue the Dispute Resolution procedures set forth in Section 10.

4. Representations and Warranties

Each Party represents and warrants that: (a) it has the power and authority to enter into and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement has been duly authorized; and (c) the Reconciliation Schedule and supporting Records provided by such Party are, to the best of such Party's knowledge after reasonable inquiry, accurate and complete.

5. Release; Reservation of Rights

5.1 Upon receipt of full payment of any Reconciled Amounts expressly agreed in the Reconciliation Schedule, the receiving Party shall release the paying Party from liability for those specific reconciled items to the extent expressly described in the Schedule.

5.2 Except as expressly set forth in the immediately preceding sentence, nothing in this Agreement shall be construed to waive, release, limit or otherwise affect any Party's rights or defenses (including setoff or counterclaim) in respect of matters not expressly described in the Reconciliation Schedule.

6. Confidentiality

The Parties shall maintain as confidential all non-public information and materials exchanged in connection with the reconciliation process and this Agreement, and shall not disclose such information except as required by law or with the prior written consent of the disclosing Party. Each Party shall take commercially reasonable measures to protect such confidential information.

7. Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses and contact persons set forth below and shall be effective upon hand delivery, confirmed overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, registered or certified mail.

8. Remedies; Limitations

The Parties' remedies for breach of this Agreement will include specific performance, injunctive relief and any other remedies available at law or in equity. Neither Party shall be liable for incidental or consequential damages for claims arising solely from clerical or accounting errors disclosed and corrected pursuant to this Agreement, except in cases of gross negligence or willful misconduct.

9. Amendments; Waiver; Counterparts

This Agreement may not be amended except by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver. 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. Dispute Resolution

The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through escalation to senior management. If unresolved within thirty (30) days, the dispute shall be referred to mediation before resorting to litigation. If litigation ensues, the Parties agree that the state and federal courts located in the governing jurisdiction named below shall have exclusive venue.

11. Governing Law; Severability; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

12. Miscellaneous

12.1 Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or successor in interest by merger or sale of substantially all assets.

12.2 Cooperation: Each Party agrees to cooperate and provide such documents, records and reasonable assistance as the other Party may reasonably request to effect the reconciliation described herein.

The Parties acknowledge that the Reconciliation Schedule represents a full and final reconciliation of the identified items, subject to the Release provisions herein.

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