Legal Signed Letter

LEGAL SIGNED LETTER

This Legal Signed Letter (the "Letter") is made and entered into as of Date: by and between Party A Name: , an Entity Type: with principal address (hereinafter "Party A"), and Party B Name: , an Entity Type: with principal address (hereinafter "Party B").

RECITALS

WHEREAS, Party A and Party B have engaged in dealings concerning the matter described as: (the "Matter"), and the parties desire to document certain mutually agreed terms and acknowledgments in writing;

WHEREAS, the parties have exchanged communications and offers, and each party wishes to confirm certain obligations, acknowledgements and, where applicable, limited releases as set forth herein in order to avoid further dispute or ambiguity;

WHEREAS, the parties intend this Letter to constitute a binding written record of agreed actions, timelines and the applicable governing law for the Matter, subject to the terms below.

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

1. ACKNOWLEDGMENT AND PURPOSE

1.1 Purpose. The parties acknowledge and agree that the primary purpose of this Letter is to memorialize agreed facts, obligations and limited releases described herein and to set a schedule for performance. This Letter is intended by the parties to be a legally binding written agreement.

2. AGREED ACTIONS AND SCHEDULE

2.1 Agreed Actions. Each party shall perform the specific actions set forth in this paragraph. Party A shall: . Party B shall: .

2.2 Schedule. The actions described in Section 2.1 shall be completed by the applicable deadlines set forth below: Milestone or Deadline Description: ; Completion Date: .

3. CONSIDERATION

3.1 Consideration. In consideration for the obligations set forth in this Letter, the parties acknowledge the receipt and sufficiency of the following consideration: . If a monetary payment is required, Amount: ; Payment Due Date: .

4. CONFIDENTIALITY

4.1 Confidential Information. "Confidential Information" means all non-public information disclosed by either party in connection with the Matter. Each party agrees to maintain as confidential and not to disclose Confidential Information to third parties except as required by law or to its legal or financial advisors who are bound by confidentiality obligations.

4.2 Exceptions. Confidential Information does not include information that is or becomes publicly available through no breach of this Letter, or that is rightfully received from a third party without restriction.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power, authority and legal capacity to enter into this Letter and to perform its obligations hereunder, that the execution and delivery of this Letter and the performance of its obligations will not violate any applicable law, contract or obligation, and that the person signing on its behalf is duly authorized to do so.

6. LIMITED RELEASE (IF APPLICABLE)

6.1 Release. To the extent expressly stated in a separate field below, the parties agree that upon satisfaction of the consideration, a limited release shall be effective as follows: Release Scope: . This release is limited to the matters specifically described and does not waive claims arising from future conduct.

7. TERM AND TERMINATION

This Letter shall commence on the Effective Date and shall remain in effect until the obligations set forth herein have been fulfilled or until earlier terminated by mutual written agreement. Termination shall not affect accrued rights or obligations.

8. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and delivered to the parties at the addresses set forth below or such other address as a party may specify in writing in accordance with this Section.

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Letter shall be effective unless in writing and signed by the parties. No failure or delay by any party in exercising any right will operate as a waiver.

10. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. Governing Jurisdiction: , without regard to conflict of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be treated as original signatures for all purposes.

13. ADDITIONAL PROVISIONS

13.1 Remedies. The parties acknowledge that a breach of the confidentiality or other material provisions may cause irreparable harm for which monetary damages may be insufficient, and equitable relief may be sought in addition to other remedies.

13.2 Construction. Headings are for convenience only and shall not affect interpretation. The words "including" and "includes" shall be deemed to be followed by the words "without limitation" where context so requires.

NOTES AND ADDITIONAL STATEMENTS

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