Legal Rights Confirmation

LEGAL RIGHTS CONFIRMATION

This Legal Rights Confirmation ("Confirmation") is entered into as of Effective Date: by and between First Party Name: (the "First Party") and Second Party Name: (the "Second Party"). Each of First Party and Second Party is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties have negotiated the status and scope of certain rights, claims and interests relating to the assets and activities described below; and

WHEREAS, the Parties desire a written confirmation of the present legal rights, including but not limited to ownership, license, security interest, or restrictions affecting the Subject Assets, to avoid future dispute and to provide an enforceable record; and

WHEREAS, the Parties intend that this Confirmation shall be relied upon by each Party and by any permitted transferee, creditor, or agent acting on behalf of a Party pursuant to the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confirmed Rights" means the rights, title, interests and encumbrances as expressly identified in Section 2 below with respect to the Subject Assets.

1.2 "Subject Assets" means the tangible and intangible assets, contracts, intellectual property, accounts and other property described by the Parties in the field below:

2. CONFIRMATION OF RIGHTS

2.1 First Party hereby affirms and confirms that, as of the Effective Date, the First Party holds the following legal rights in and to the Subject Assets (select all that apply and specify any limitations):

Ownership (fee simple or equivalent)    License (revocable/irrevocable)    Security interest (lien, mortgage)

2.2 The Parties agree that the Confirmed Rights described in this Section 2 are accurate representations of the present legal position of the Parties with respect to the Subject Assets and shall be effective for the Term specified in Section 6.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each Party represents and warrants to the other Party that: (a) it has full corporate or individual authority to enter into this Confirmation; (b) execution, delivery and performance of this Confirmation has been duly authorized by all necessary action; and (c) this Confirmation constitutes a legal, valid and binding obligation enforceable against that Party in accordance with its terms.

3.2 First Party further represents that, to its actual knowledge as of the Effective Date, there are no outstanding agreements, judgments, licenses or encumbrances inconsistent with the Confirmed Rights except as expressly disclosed in the following field:

4. LIMITATIONS AND RESERVATIONS

4.1 Confirmation of rights herein does not constitute a conveyance, assignment, or release of claims except as expressly set forth in writing. Neither Party shall be deemed to have waived any rights not explicitly confirmed by this Confirmation.

4.2 Any third-party rights, statutory obligations, governmental orders, or judicial liens not within the actual knowledge of the confirming Party remain binding and are not extinguished by this Confirmation.

5. REMEDIES; INDEMNIFICATION

5.1 Each Party shall be entitled to seek any remedy available at law or in equity, including injunctive relief, specific performance and recovery of damages, in the event of a material breach of this Confirmation.

5.2 The First Party shall indemnify, defend and hold harmless the Second Party from and against any third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising from a breach of the representations and warranties in Section 3, except to the extent caused by the Second Party's breach or willful misconduct.

6. TERM; EFFECTIVE DATE

6.1 This Confirmation shall become effective on the Effective Date set forth above and shall remain in effect until the earlier of (a) the expiration or termination of the Confirmed Rights according to their terms, or (b) mutual written agreement of the Parties to terminate this Confirmation.

7. CONFIDENTIALITY

7.1 The Parties acknowledge that the terms of this Confirmation and any non-public information exchanged in connection with it are confidential. Each Party agrees not to disclose such information to any third party except (a) as required by law or regulation, (b) to its advisors who agree to maintain confidentiality, or (c) as expressly permitted in writing by the other Party.

8. NOTICES

8.1 All notices, requests, consents and communications required or permitted under this Confirmation shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by notice). Notice shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified or registered.

9. GOVERNING LAW; VENUE

9.1 This Confirmation shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Each Party consents to the exclusive jurisdiction and venue of the state and federal courts located within the county designated by the Parties below for resolution of disputes arising out of or relating to this Confirmation.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 This Confirmation constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral, between the Parties.

10.2 If any provision of this Confirmation is held to be invalid, illegal or unenforceable, the remaining provisions will continue in full force and effect to the fullest extent permitted by law.

11. AMENDMENT; WAIVER

11.1 No amendment, modification or waiver of any provision of this Confirmation will be effective unless made in writing and signed by both Parties. No failure or delay by either Party in exercising any right will operate as a waiver of that right.

12. COUNTERPARTS; ELECTRONIC DELIVERY

12.1 This Confirmation may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Execution and delivery by electronic transmission of a signature page will be legally effective to bind the transmitting Party.

13. MISCELLANEOUS

13.1 The Parties acknowledge that they have had the opportunity to seek independent legal advice prior to executing this Confirmation. Headings in this Confirmation are for convenience only and will not affect interpretation.

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