Legal Replace Agreement

LEGAL REPLACE AGREEMENT

This Legal Replace Agreement ("Agreement") is entered into as of by and between Party A Name: (Entity Type: Individual Corporation LLC Partnership Other) and Party B Name: (Entity Type: Individual Corporation LLC Partnership Other).

RECITALS

WHEREAS, Party A and Party B are parties to a written agreement titled executed on (the "Original Agreement");

WHEREAS, the parties desire that certain rights, obligations, assets or liabilities set forth in the Original Agreement be replaced, transferred or assumed in whole or in part in accordance with the terms of this Agreement; and

WHEREAS, the parties intend by this Agreement to effectuate a legally binding replacement and to allocate responsibility, consideration and risk between the parties as set forth below.

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

1. DEFINITIONS

1.1 "Replacement Effective Date" means the date specified by the parties in Section 2 and is .

1.2 "Replaced Obligations" means the obligations, liabilities and duties of the Transferor described in Section 2.1 below.

2. SCOPE OF REPLACEMENT

2.1 Replacement. On the Replacement Effective Date, Party A hereby transfers, assigns and replaces the following obligations, assets, or contractual positions to Party B (describe with specificity):

2.2 Assumption. Party B accepts and assumes the Replaced Obligations as of the Replacement Effective Date and agrees to perform, discharge and satisfy such obligations in accordance with the terms of this Agreement and any applicable provision of the Original Agreement that survives replacement.

3. CONSIDERATION

3.1 As consideration for the transfer and assumption described in Section 2, the parties agree that Party B shall provide to Party A the following consideration, the adequacy of which is acknowledged by the parties:

3.2 Payment Terms. Payment of the consideration shall be made on or before or as otherwise agreed in writing.

4. REPRESENTATIONS AND WARRANTIES

4.1 Mutual Authority. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized by all necessary action.

4.2 Transferor's Warranty. Party A warrants that, to the best of its knowledge, the Replaced Obligations are as described and that no other transfer is outstanding which would impair Party B's ability to assume such obligations, except as disclosed in writing to Party B prior to the Effective Date.

4.3 Assignee's Warranty. Party B warrants that it has sufficient financial capacity and operational capability to perform the Replaced Obligations on the Replacement Effective Date and thereafter.

5. RELEASE

5.1 Upon the Replacement Effective Date and subject to receipt of any required consideration, Party A is released from further liability for the Replaced Obligations to the extent the Original Agreement permits such release. This release does not extend to obligations expressly retained by Party A in writing.

6. INDEMNIFICATION

6.1 Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from any breach of its representations, warranties or covenants contained in this Agreement.

7. CONFIDENTIALITY

7.1 Each party shall keep confidential and shall not disclose to any third party any non-public information regarding the other party or the terms of the replacement, except as required by law or as necessary to enforce rights under this Agreement.

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.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state whose name is provided below, without regard to conflict of law principles.

10. ENTIRE AGREEMENT

This Agreement, together with the Original Agreement to the extent expressly incorporated herein, 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 thereto.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic and legal objectives of the invalid provision.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties. Failure to enforce any provision shall not constitute 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.

13. FURTHER ASSURANCES

Each party agrees to execute and deliver such further instruments and to take such further actions as may be reasonably necessary to effectuate the intent and purposes of this Agreement.

SIGNATURES

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