Legal Sign & Return Form

LEGAL SIGN & RETURN FORM

This Legal Sign & Return Form ("Form") is entered into on this day of , , by and between Party A: , having its principal address at , and Party B: , having its principal address at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Parties have negotiated certain transaction documents, deliverables and ancillary materials identified below and desire a formal mechanism to confirm receipt, acceptance, and return instructions for those documents;

WHEREAS, the Parties intend that execution of this Form shall evidence the receiving Party's acknowledgement of the listed documents and shall set forth the method and timing for return or execution where required; and

WHEREAS, the Parties desire to record certain representations, authority to sign, confidentiality and dispute resolution provisions in connection with the exchange and return of the documents.

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

1. DOCUMENTS DELIVERED; ATTACHMENTS

1.1 The delivering Party has delivered to the receiving Party the following documents (check all that apply and identify any other documents):

Executed Agreement
Schedules and Exhibits
Financial Statements
Other:

2. ACKNOWLEDGMENT, ACCEPTANCE AND EXECUTION

2.1 The receiving Party acknowledges receipt of the documents listed above, and by signing this Form the receiving Party certifies that it has reviewed the delivered documents and either (a) accepts the documents as complete and ready for the receiving Party's execution, or (b) has set forth below specific comments or exceptions requiring attention prior to final execution.

2.2 Execution of any document delivered hereunder shall be effective when the executing Party executes and returns the original or a counterpart in accordance with the return instructions set forth in Section 4. Execution by electronic signature shall be permitted if expressly agreed in writing by the Parties.

3. REPRESENTATIONS; AUTHORITY

3.1 Each Party represents and warrants to the other that (a) it is duly organized and in good standing under the laws of its jurisdiction of organization; (b) it has the full corporate or entity power and authority to enter into this Form and to perform its obligations hereunder; and (c) the individual executing this Form on its behalf is duly authorized to do so.

3.2 The Parties agree that a representation of authority contained in this Form is made for the purpose of reliance by the other Party and by any third party who receives executed documents in reliance on this Form.

4. RETURN INSTRUCTIONS; EFFECTIVE DATE

4.1 Returned documents shall be delivered as follows (select one primary method and provide contact details). The delivering Party may require certified or trackable delivery where specified.

Electronic delivery (PDF via secure email to)

Courier/overnight to

4.2 The Parties agree that the Effective Date for any delivered document that requires execution shall be the date on which the last required signature is affixed to that document in accordance with Section 2.2.

5. CONFIDENTIALITY

5.1 The Parties acknowledge that the documents exchanged in connection with this Form may contain confidential information. Each Party shall maintain the confidentiality of such materials and shall not disclose them to any third party except to its advisors on a need-to-know basis or as required by law.

5.2 The obligations of confidentiality under this Section shall survive termination of this Form for a period of three (3) years from the Effective Date or such longer period as may be required by the underlying agreement.

6. INDEMNITY; LIMITATION

6.1 Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of a breach of the representations, warranties or obligations contained in this Form.

6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS FORM, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

7. NOTICES

7.1 All notices required or permitted under this Form shall be in writing and shall be delivered by hand, courier, or electronic mail (with confirmation of receipt) to the contact information provided below for each Party.

8. AMENDMENTS; WAIVER; COUNTERPARTS

8.1 This Form may be amended or modified only by a written instrument signed by duly authorized representatives of both Parties. No waiver of any provision of this Form shall be effective unless in writing and signed by the Party granting the waiver.

8.2 This Form may be executed in counterparts, each of which shall be deemed an original, and execution by facsimile, electronic image or other electronic means that produces a printed copy shall be considered an original signature for all purposes.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles.

Governing Jurisdiction:

9.2 Entire Agreement. This Form, together with any documents expressly incorporated by reference herein, constitutes 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.

9.3 Severability. If any provision of this Form is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that most closely reflects the Parties' intent.

10. MISCELLANEOUS

10.1 The headings in this Form are for convenience only and shall not affect its interpretation. The words "including" and "include" shall be deemed to be followed by the words "without limitation" unless the context requires otherwise.

10.2 Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Form.

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