Legal Special Conditions Agreement

LEGAL SPECIAL CONDITIONS AGREEMENT

This Legal Special Conditions Agreement ("Agreement") is made and entered into as of Effective Date: , by and between First Party Name: , entity type Individual Corporation LLC , principal place of business/address: (hereinafter "First Party") and Second Party Name: , entity type Individual Corporation LLC , principal place of business/address: (hereinafter "Second Party"). First Party and Second Party are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties have entered into certain agreements and understandings described as: dated (the "Underlying Agreement");

WHEREAS, the Parties desire to set forth certain special conditions, deviations and additional obligations applicable to the Underlying Agreement as set forth in this Agreement; and

WHEREAS, the Parties intend that these special conditions shall modify certain terms of the Underlying Agreement only to the extent expressly stated herein and shall otherwise remain subject to the terms of the Underlying Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) "Special Conditions" means the specific, supplemental obligations, modifications and covenants described in Section 2 of this Agreement and in Schedule A:

(b) "Effective Date" means the Effective Date set forth above.

2. SPECIAL CONDITIONS

The Parties hereby agree that the following Special Conditions shall govern and control to the extent they conflict with comparable provisions of the Underlying Agreement. Where the Special Conditions are silent, the Underlying Agreement remains in full force.

The Parties list the Special Conditions below. Each item constitutes an independent contractual obligation and, if applicable, a covenant that survives termination as provided herein.

3. PERFORMANCE; COMPLIANCE

Each Party shall perform its obligations under the Special Conditions in accordance with applicable law, industry standards and the schedule specified in the Special Conditions. A Party's failure to perform any material obligation under the Special Conditions shall constitute a material breach of this Agreement.

Security or performance assurance required by the Special Conditions: Yes No If yes, describe:

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full corporate or individual power and authority to enter into this Agreement; (b) the execution and delivery of this Agreement and performance of its obligations will not violate any other agreement or legal obligation binding upon it; and (c) the persons signing below are authorized to bind the respective Party.

5. CONFIDENTIALITY

Each Party shall maintain in confidence and not disclose Confidential Information of the other Party except as necessary for performance under this Agreement or as required by law. Confidential Information shall include non-public business, technical and financial information reasonably understood to be confidential. The receiving Party shall use no less than reasonable care to protect Confidential Information.

6. INDEMNIFICATION

Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to a breach by Indemnitor of its representations, warranties, covenants or obligations under this Agreement, except to the extent such losses result from the gross negligence or willful misconduct of the Indemnitee.

7. LIMITATION OF LIABILITY

Except for liability arising from fraud, willful misconduct or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either Party for any claim arising under this Agreement shall be limited to the total amounts actually paid or payable under the Underlying Agreement during the twelve (12) month period preceding the event that gave rise to the claim, unless otherwise stated in the Special Conditions.

8. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in effect for the duration of the Underlying Agreement or as otherwise provided in the Special Conditions. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within days after written notice.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or at such other address as either Party designates by notice pursuant to this Section). Notice shall be effective upon receipt.

10. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing. A waiver of any breach shall not be construed as a waiver of any other or subsequent breach.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Underlying Agreement as expressly modified herein and any schedules or attachments expressly incorporated, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, representations and understandings. If any provision of this Agreement is held unenforceable, the remainder of this Agreement shall remain in full force and effect.

13. COUNTERPARTS

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. Signatures transmitted by facsimile or electronic image shall be binding for all purposes.

14. SURVIVAL

The representations, warranties, indemnities and obligations set forth in this Agreement that by their nature survive termination shall survive termination or expiration of this Agreement for the period specified herein or, if no period is specified, for a period of three (3) years following termination, except for confidentiality and indemnification obligations which shall survive as provided herein.

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