Legal Redline Document

LEGAL REDLINE DOCUMENT

This Legal Redline Document (the "Redline") is entered into as of Effective Date: by and between Client Name: , entity description: , principal place of business at ; and Counterparty Name: , entity description: , principal place of business at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Parties entered into a prior agreement titled: dated (the "Reference Agreement");

WHEREAS, the Parties have exchanged proposed revisions to the Reference Agreement and have prepared this Redline to identify, describe and record the Parties' proposed textual changes, additions and deletions; and

WHEREAS, the Parties intend this Redline to serve as a documented record of proposed amendments that may be accepted, negotiated further, or incorporated into a final amended agreement upon mutual execution as provided herein.

NOW, THEREFORE

In consideration of the mutual covenants 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 Defined Terms. Capitalized terms used in this Redline shall have the meanings set forth in the Reference Agreement, unless otherwise defined in this Redline. For purposes of this Redline:

(a) "Proposed Revisions" means the specific insertions, deletions and alterations set forth in Section 3 below and in the attached detailed redline content; and

(b) "Accepted Redline" means those Proposed Revisions that are expressly accepted and executed by authorized representatives of both Parties in accordance with Section 4.

2. SUMMARY OF PROPOSED REVISIONS

3. DETAILED REDLINE

3.1 Contents. The Parties shall attach or include a line-by-line presentation of Proposed Revisions setting forth, for each affected provision: (a) the section and paragraph reference; (b) the current text; (c) the proposed replacement text; and (d) a brief justification for the change. The Parties may reproduce legal citations and defined terms as necessary.

3.2 Type of Change: Addition    Deletion    Modification

4. EFFECT OF ACCEPTANCE

4.1 Binding Effect. Upon execution by authorized representatives of both Parties as set forth in the signature block, the Accepted Redline shall be deemed an amendment to the Reference Agreement and shall modify the Reference Agreement solely to the extent expressly set forth in the Accepted Redline. Except as expressly amended, all other terms and conditions of the Reference Agreement shall remain in full force and effect.

4.2 Condition Precedent. The Parties acknowledge that any Proposed Revision not reflected in an Accepted Redline remains a non-binding proposal until executed by both Parties.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that: (a) it has the full corporate or organizational power and authority to enter into this Redline and to perform its obligations hereunder; (b) the individual signing on its behalf is authorized to execute this Redline; and (c) execution and performance of this Redline will not violate any material contractual obligation, law, or order applicable to such Party.

6. CONFIDENTIALITY

All communications, drafts, proposed redlines and supporting analyses exchanged in connection with this Redline shall be treated as confidential by the Parties to the same extent as confidential information under the Reference Agreement, except as required by law, and shall not be disclosed to any third party without prior written consent of the disclosing Party.

7. NOTICES

All notices under this Redline shall be given in writing to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

8. GOVERNING LAW; VENUE

This Redline 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 the state and federal courts located in the county of for resolution of disputes arising under this Redline.

9. ENTIRE AGREEMENT

This Redline, together with the Reference Agreement as amended by any Accepted Redline, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral, relating to the subject matter of this Redline.

10. SEVERABILITY

If any provision of this Redline is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the Parties' original intent.

11. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Redline shall be effective unless in writing and signed by the Party against whom enforcement is sought. The failure of either Party to enforce any right shall not constitute a waiver of such right.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Redline may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

Sign Now