Legal Revival Document

LEGAL REVIVAL DOCUMENT

This Legal Revival Document (the "Agreement") is made and entered into as of Effective Date: by and between Party A: , Entity Type: , with principal place of business at ; and Party B: , Entity Type: , with principal place of business at .

RECITALS

WHEREAS, the parties previously entered into an agreement titled dated (the "Original Agreement");

WHEREAS, the Original Agreement lapsed, terminated, or became unenforceable as of the date and for the reasons described in the parties' records and as further described here:

WHEREAS, the parties now desire to revive, reinstate, ratify and confirm the Original Agreement and certain related rights and obligations in accordance with the terms of this Agreement.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Capitalized terms not otherwise defined shall have the meanings given in the Original Agreement.

1.1 "Revived Documents" means the Original Agreement and the following documents that the parties expressly intend to revive and ratify:

2. REVIVAL AND RATIFICATION

2.1 Revival. Subject to the terms and conditions of this Agreement, the parties hereby revive and reinstate the Revived Documents and all rights, obligations, covenants, representations, warranties and remedies that existed thereunder as if the Original Agreement had remained in full force and effect, except as expressly modified by this Agreement.

2.2 Ratification. Each party expressly ratifies and confirms any acts, acknowledgments, waivers or notices delivered prior to the Effective Date that the parties agree are necessary to effect the revival. No prior act shall be deemed rescinded except by an express written provision contained in this Agreement.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants to the other that (a) it is duly organized and validly existing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into and perform this Agreement; and (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate, partnership or other organizational action.

3.2 Each party further represents that, to its knowledge, there are no existing defaults or breaches under the Revived Documents which would, after revival, constitute an event of default, except as disclosed in writing as follows:

4. CONSIDERATION

4.1 In consideration for the revival and ratification set forth in this Agreement, the parties acknowledge receipt of the following consideration to be paid or delivered:

4.2 If monetary consideration is required, the amount payable is: and shall be paid in accordance with the payment schedule agreed by the parties.

5. SCOPE AND LIMITATIONS

5.1 This Agreement revives only the rights and obligations expressly identified in the Revived Documents and does not revive any rights or obligations that are contrary to applicable law or that the parties have expressly excluded in writing prior to the Effective Date.

5.2 Except as expressly provided herein, no amendment to, or waiver of, any provision of the Revived Documents shall be implied by conduct or course of dealing.

6. COVENANTS

6.1 Each party covenants that it will perform its obligations under the Revived Documents in good faith and in a commercially reasonable manner following the Effective Date.

6.2 The parties agree to execute any further documents and take any further actions reasonably necessary to effectuate the revival contemplated by this Agreement.

7. INDEMNIFICATION

7.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all claims, losses, liabilities, damages, costs and expenses, including reasonable attorneys' fees, arising out of or resulting from any breach of the representations, warranties or covenants contained in this Agreement or the revived obligations.

8. NOTICES

All notices, requests, consents and other communications required or permitted 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 written notice):

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 Entire Agreement. This Agreement, together with the Revived Documents expressly identified herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral, relating to such subject matter.

10.2 Severability. If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most nearly effects the parties' intent.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

11.2 Waiver. No waiver of any breach or default shall be deemed a waiver of any other breach or default or of the same breach or default on a future occasion, unless such waiver is in writing and signed by the party granting the waiver.

11.3 Counterparts. This Agreement 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 deemed originals for purposes of this Agreement.

12. EXECUTION

The parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

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