Legal Substitute Agreement

LEGAL SUBSTITUTE AGREEMENT

This Legal Substitute Agreement (the Agreement) is made and entered into as of Effective Date: by and between: Party A Name: , an entity of type Corporation Individual LLC, with principal place of business at ; and Party B Name: , an entity of type Corporation Individual LLC, with principal place of business at .

RECITALS

WHEREAS, Party A and Party B are parties to a certain agreement identified as Original Agreement Title: dated (the Original Agreement);

WHEREAS, it is the intent of the parties that certain rights, duties and obligations of the Original Agreement be transferred, assigned or otherwise substituted as provided in this Agreement; and

WHEREAS, the parties desire to set forth their respective understandings, representations and agreements with respect to the substitution, assumption and allocation of liabilities and obligations arising under the Original Agreement.

NOW, THEREFORE

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

1. DEFINITIONS

1.1 "Original Agreement" means the agreement described above and any amendments thereto.

1.2 "Outgoing Party" means the party transferring or substituting its rights or obligations under the Original Agreement.

1.3 "Incoming Party" means the party accepting the substitution and assuming the obligations of the Outgoing Party under the Original Agreement.

2. SUBSTITUTION AND ASSUMPTION

2.1 Effective as of the Effective Date, Party A hereby transfers, assigns and conveys to Party B, and Party B accepts and assumes, all of Party A's rights, title, interests, duties and obligations arising under the Original Agreement to the extent specified herein.

2.2 The Incoming Party agrees to perform and discharge all obligations and liabilities of the Outgoing Party under the Original Agreement that accrue on or after the Effective Date, and to comply with all terms and conditions applicable to such obligations.

3. CONSIDERATION

3.1 As consideration for the substitution and assumption described herein, the parties acknowledge receipt of the following consideration and describe the same as: .

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants that it is duly organized and validly existing under applicable law, has full power and authority to enter into and perform this Agreement, and that execution and delivery of this Agreement has been duly authorized.

4.2 The Outgoing Party represents that, to its actual knowledge, there are no outstanding defaults under the Original Agreement that would render the substitution ineffective, except as disclosed in writing to the Incoming Party in the space provided:

4.3 The Incoming Party represents that it has the financial capacity and intent to assume and perform the substituted obligations and that such assumption will not violate any law or contractual obligation of the Incoming Party.

5. COVENANTS

5.1 The parties covenant to execute and deliver, at their own expense, any further instruments and to take such further actions as may be reasonably required to effectuate the intent and purpose of this Agreement.

5.2 The Outgoing Party shall promptly notify any third party required by the Original Agreement of the substitution where such notice is required, and shall cooperate to obtain any consents necessary to effectuate the substitution.

6. INDEMNITY

6.1 The Incoming Party shall indemnify, defend and hold harmless the Outgoing Party from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorney fees) arising out of the Incoming Party's failure to perform any assumed obligation under this Agreement.

6.2 The indemnities set forth in this Section shall not apply to obligations or liabilities that arose prior to the Effective Date and were not expressly assumed by the Incoming Party.

7. CONFIDENTIALITY

7.1 All information exchanged in connection with this substitution that is designated as confidential or that reasonably should be understood to be confidential shall be held in confidence and shall not be disclosed except as required by law or as necessary to perform under this Agreement.

8. TERM AND TERMINATION

8.1 This Agreement shall become effective on the Effective Date and shall continue in full force and effect until all substituted obligations have been satisfied or otherwise as agreed in writing by the parties.

8.2 Termination of this Agreement shall not relieve any party of liabilities or obligations that have accrued prior to such termination or that by their nature are intended to survive termination.

9. NOTICES

Notices to Party A

Notices to Party B

9.1 All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered by hand, by nationally recognized overnight courier, by certified mail return receipt requested, or by email with confirmation where agreed in writing. Notices shall be effective upon receipt.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law rules.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating thereto.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 No amendment or modification to this Agreement shall be binding unless in writing and executed by duly authorized representatives of each party.

13.2 No waiver of any term or condition shall be effective unless made in writing. Failure to exercise any right shall not constitute a waiver of that right.

13.3 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 delivered by electronic transmission shall be binding.

MISCELLANEOUS

The parties acknowledge that each has had the opportunity to seek independent advice and has read and understands the terms of this Agreement and accepts its obligations voluntarily.

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