Legal Revised Exceptions Agreement

Legal Revised Exceptions Agreement

This Legal Revised Exceptions Agreement (the "Agreement") is entered into as of 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 .

RECITALS

WHEREAS, the parties previously entered into one or more written agreements, instruments or schedules identified as the Original Agreement(s) described as: (the "Original Agreement");

WHEREAS, the parties desire to revise, clarify, and establish agreed exceptions to certain provisions of the Original Agreement by amending the specific terms set forth in this Agreement;

WHEREAS, the parties intend that the Revised Exceptions set forth in this Agreement will control as between the parties to the extent of any conflict with the Original Agreement.

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 hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. "Exceptions" means the specific deviations, carve-outs, qualifications, or modifications to the Original Agreement set forth in Section 2. "Revised Exceptions" means the final consolidated list of Exceptions as approved by both parties in writing.

2. REVISED EXCEPTIONS

2.1 The parties agree that the following items are Revised Exceptions to the Original Agreement. Each item constitutes an amendment to, and where applicable supersedes, the corresponding provision of the Original Agreement:

2.2 Each Revised Exception is intended to be narrowly construed. Where an Exception modifies an obligation, the Exception shall apply only to the specific obligation expressly referenced and shall not be interpreted to affect other obligations unless explicitly stated.

3. EFFECT ON ORIGINAL AGREEMENT

3.1 Except as expressly modified by this Agreement, all terms, covenants and conditions of the Original Agreement remain in full force and effect. In the event of any irreconcilable conflict between the Original Agreement and this Agreement, the terms of this Agreement shall control as to the Revised Exceptions.

3.2 The parties acknowledge that no other changes to the Original Agreement are intended by this Agreement other than those expressly set forth in Section 2.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants that: (a) it has full corporate or legal power and authority to enter into this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action; and (c) this Agreement constitutes the legal, valid and binding obligation of such party enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar laws of general application affecting the enforcement of creditors' rights.

4.2 Each party further represents that the Revised Exceptions are not intended to, and will not, violate any agreement to which such party is a party or any applicable law or regulation.

5. COVENANTS

5.1 Each party covenants to implement the Revised Exceptions in good faith and to take such actions as are reasonably necessary to effectuate the intent and obligations of this Agreement, including providing notice to third parties where such notice is required under applicable law or contractual obligation.

5.2 Neither party shall take any action that would frustrate the benefits reasonably expected by the other party as a result of the Revised Exceptions.

6. INDEMNIFICATION

6.1 Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach by the Indemnitor of any covenant, representation or warranty made in this Agreement or arising from the Indemnitor's implementation of a Revised Exception that exceeds the scope agreed in Section 2.

7. LIMITATION OF LIABILITY

7.1 Except for claims arising from gross negligence, willful misconduct, or indemnification obligations under Section 6, neither party shall be liable to the other for consequential, incidental, exemplary or punitive damages, and aggregate liability for any claim arising under this Agreement shall not exceed the direct damages reasonably attributable to the party's performance of the Revised Exceptions.

8. CONFIDENTIALITY

8.1 The parties agree that the existence, terms and substance of the Revised Exceptions and any non-public information exchanged in connection with this Agreement constitute Confidential Information. Each party shall protect such Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

9. NOTICES

9.1 All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

10. DISPUTE RESOLUTION

10.1 The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days after written notice of the dispute, the parties agree to submit the dispute to non-binding mediation administered in accordance with the mediator's rules selected by mutual agreement. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief where necessary to protect rights pending resolution of the dispute.

11. AMENDMENTS; WAIVER

11.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in a written instrument signed by the party against whom enforcement is sought. The failure of any party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

12. COUNTERPARTS

12.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including PDF or other electronic image) shall be binding for all purposes.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles.

14. ENTIRE AGREEMENT

14.1 This Agreement, together with the Original Agreement as modified hereby and any documents expressly referenced herein, 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.

15. SEVERABILITY

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

EXECUTION

The parties have caused this Agreement to be executed by their duly authorized representatives as of the dates written below.

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