Legal Selections Booklet

LEGAL SELECTIONS BOOKLET

This Legal Selections Booklet (the Agreement) is made as of Effective Date: by and between Party A: with principal place of business at , and Party B: with principal place of business at .

Recitals

WHEREAS, the parties desire to record and confirm their mutual elections and selections regarding the business relationship, rights, obligations and administrative procedures as set forth in this Booklet; and

WHEREAS, the parties intend that the selections made in this Booklet shall govern application of specified contractual provisions and administrative processes between them; and

WHEREAS, each party represents that it has the authority to make the elections and selections set forth herein and to bind itself to the consequences of those selections.

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

1. Definitions

1.1 "Selections" means those elections, checkboxes, and specified choices recorded in Section 2 of this Booklet and any attachments executed contemporaneously herewith.

1.2 "Effective Date" means the date set forth above or such later date as the parties mutually execute in writing.

2. Selections and Elections

The parties hereby make the following affirmative selections. Each selection is binding and governs the subject matter described unless subsequently amended in accordance with Section 7 (Amendments).

2.1 Governing Law

The substantive law governing this Agreement and disputes arising under it will be:

2.2 Dispute Resolution

The parties select the following dispute resolution method (check applicable box):

Arbitration (final and binding) — Seat/City:

Court litigation — Exclusive forum:

2.3 Confidentiality

The parties select the confidentiality regime applicable to information exchanged under the relationship:

Mutual nondisclosure agreement required between the parties.

Limited confidentiality only for information expressly designated in writing.

2.4 Intellectual Property

Ownership of newly created intellectual property shall be: Assigned to Party A    Assigned to Party B    Jointly owned by the parties

2.5 Assignment and Subcontracting

The parties select the assignment rule: Assignments permitted without consent    Assignments subject to prior written consent of the non-assigning party

2.6 Indemnification

Indemnity allocation (select one): Mutual indemnification for third-party claims of infringement and breach    One-way indemnity by Party A to Party B

2.7 Payments and Fees

3. Representations and Warranties

Each party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) it has all requisite corporate or organizational power and authority to execute and deliver this Booklet and to perform its obligations hereunder; and (c) the person executing this Booklet on its behalf is duly authorized to do so.

4. Notices

All notices required or permitted under this Booklet 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.

5. Term and Termination

The initial term of the arrangements governed by these selections shall commence on the Effective Date and continue for unless earlier terminated in accordance with this Section.

Termination without cause permitted upon days' prior written notice by the terminating party.

6. Miscellaneous Provisions

6.1 Amendments. Any amendment to these Selections shall be effective only if made in a written instrument signed by authorized representatives of both parties.

6.2 Waiver. No waiver of any provision will be effective unless in a writing signed by the party granting the waiver. A waiver on one occasion will not operate as a waiver on any other occasion.

6.3 Counterparts. This Booklet may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one instrument. Signatures delivered electronically or by facsimile shall be binding.

7. Severability; Entire Agreement; Governing Law

7.1 Severability. If any provision of this Booklet is held invalid or unenforceable, the remainder of this Booklet will remain in full force and effect and such provision will be reformed only to the minimum extent necessary to make it enforceable.

7.2 Entire Agreement. This Booklet, together with any executed schedules or attachments, contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

7.3 Governing Law. The Governing Law selection in Section 2.1 shall apply to interpretation and enforcement of this Booklet.

8. Selection Confirmation

Each party confirms that the selections made above reflect its informed, deliberate elections and that it understands the consequences of those elections. By signing below, each party affirms that the selections are binding and enforceable against it.

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