Legal Rights Modification Form

LEGAL RIGHTS MODIFICATION FORM

This Legal Rights Modification Form (the Agreement) is made and entered into as of Effective Date: by and between Party A: (Entity Type: Individual Corporation LLC Partnership ), with principal address at ; and Party B: (Entity Type: Individual Corporation LLC Partnership ), with principal address at (each a Party and collectively the Parties).

Recitals

WHEREAS, the Parties previously entered into certain agreements, instruments, or arrangements which created, transferred, or reserved legal rights, interests, or obligations between them (the Existing Rights); and

WHEREAS, the Parties desire to modify, clarify, extinguish, or otherwise adjust the scope or exercise of particular Existing Rights, and to set forth the terms, consideration and mutual releases necessary to effect such modification; and

WHEREAS, the Parties acknowledge their respective authority to enter into this Agreement and intend that, upon execution, this Agreement will govern the Parties’ rights and obligations with respect to the subject matter hereof.

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

1. Modification of Rights

1.1 Description of Rights to be Modified. Party A and Party B hereby agree to modify the following rights or obligations as set forth below:

1.2 Modification Terms. The Existing Rights identified above shall be modified as follows. The modification shall supersede inconsistent provisions of prior instruments to the extent expressly stated herein.

2. Consideration

2.1 Consideration. As full and binding consideration for the modifications set forth in this Agreement, the Parties acknowledge receipt of the following:

Monetary Consideration (if any):

3. Representations and Warranties

Each Party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and to perform its obligations; (b) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms; (c) the execution and performance of this Agreement will not violate any applicable law or any material agreement to which it is a party; and (d) there are no outstanding approvals, consents, or proceedings which would prevent performance hereunder except as disclosed in writing to the other Party prior to execution.

4. Effective Date and Term

4.1 Effective Date. This Agreement shall become effective on the Effective Date set forth above or on such other date as the Parties may jointly specify: .

4.2 Term. Unless otherwise terminated in accordance with the terms hereof, the modifications effected hereby shall remain in force for the period: .

5. Releases and Limited Waivers

5.1 Mutual Release. Subject to the terms and scope expressly set forth herein, each Party hereby releases the other Party from claims, demands, actions, and causes of action arising solely out of or relating to the matters specifically modified by this Agreement through the Effective Date, provided that such release shall not apply to obligations expressly preserved by written exception herein.

6. No Admission; Non-Contradiction

6.1 No Admission. The Parties acknowledge and agree that execution of this Agreement is not an admission of liability, wrongdoing, or breach by any Party and shall not be construed as such for any purpose.

6.2 Non-Contradiction. Except as expressly modified herein, all terms and provisions of the Existing Rights remain in full force and effect. In the event of any conflict between this Agreement and any Existing Right, the terms of this Agreement shall prevail only to the extent of such conflict and solely with respect to the subject matter set forth herein.

7. Notices

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the Parties at their respective addresses set forth below or at such other address as either Party may designate by notice pursuant to this section.

8. Amendments; Waiver

8.1 Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument executed by both Parties.

8.2 Waiver. No waiver of any breach hereof shall be effective unless made in writing and signed by the Party against whom enforcement of the waiver is sought. No waiver of any default shall constitute a waiver of any subsequent default.

9. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county where the governing law state’s courts sit for any action arising out of or relating to this Agreement.

10. Entire Agreement; Severability

10.1 Entire Agreement. This Agreement, together with any exhibits or schedules hereto executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, relating to such subject matter, except as expressly preserved herein.

10.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties as nearly as possible.

11. Counterparts; Execution

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. Execution and delivery of this Agreement by electronic signature or facsimile shall have the same force and effect as original signatures.

12. Additional Provisions

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