Legal Termination Draft

LEGAL TERMINATION DRAFT

This Legal Termination Draft (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: , a organized under the laws of , with a principal place of business at (hereinafter "Party A"), and Party B Name: , a organized under the laws of , with a principal place of business at (hereinafter "Party B").

RECITALS

WHEREAS, Party A and Party B are parties to certain existing agreements and arrangements, including without limitation the agreement(s) described as: (collectively, the "Existing Agreements");

WHEREAS, the parties desire to terminate the Existing Agreements and to settle and extinguish any and all claims, obligations and liabilities between them arising under or relating to the Existing Agreements on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the termination effected by this Agreement be complete and final, subject to the surviving provisions hereof and the limited obligations expressly set forth below.

NOW, THEREFORE

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

1. TERMINATION

1.1 Termination of Agreements. Effective as of the Termination Effective Date set forth below, the parties hereby mutually terminate, cancel and discharge the Existing Agreements, and neither party shall have any further rights or obligations under the Existing Agreements except as expressly preserved by this Agreement.

1.2 Termination Effective Date:

2. TERMINATED AGREEMENTS; SCOPE

3. CONSIDERATION

3.1 Payment. In consideration of the mutual releases and covenants set forth herein, Party shall pay to Party the amount of USD on or before (the "Consideration Payment").

3.2 Payment Mechanics. Payment shall be made by wire transfer or certified funds to the account designated in writing by the receiving party. Receipt of the Consideration Payment in cleared funds shall be a material condition to the effectiveness of any releases set forth herein.

4. MUTUAL RELEASE

4.1 Release by Party A. Subject to Section 3.2, Party A hereby forever releases, acquits and discharges Party B and its affiliates, and each of their past and present officers, directors, employees, agents, successors and assigns, from any and all claims, demands, causes of action, obligations, liabilities, and damages, whether known or unknown, asserted or unasserted, that arise out of or relate to the Existing Agreements through the Termination Effective Date.

4.2 Release by Party B. Subject to Section 3.2, Party B hereby forever releases, acquits and discharges Party A and its affiliates, and each of their past and present officers, directors, employees, agents, successors and assigns, from any and all claims, demands, causes of action, obligations, liabilities, and damages, whether known or unknown, asserted or unasserted, that arise out of or relate to the Existing Agreements through the Termination Effective Date.

5. OUTSTANDING OBLIGATIONS

5.1 Preservation of Limited Obligations. Notwithstanding the termination set forth herein, the parties acknowledge and agree that the following obligations shall survive and remain enforceable in accordance with their terms: confidentiality obligations, indemnity obligations for breaches occurring prior to the Termination Effective Date, payment obligations expressly preserved herein, and any obligations identified in Section 5.2 below.

6. CONFIDENTIALITY

6.1 Continued Confidentiality. Except as otherwise required by law, each party shall continue to maintain the confidentiality of Confidential Information received from the other party in accordance with the confidentiality provisions of the Existing Agreements, which are incorporated by reference and shall survive termination to the extent necessary to effect their intent.

6.2 Definition. For purposes of this Agreement, "Confidential Information" shall have the same meaning as in the Existing Agreements, or if not defined there, means non-public business, technical or financial information disclosed in connection with the Existing Agreements which a reasonable person would understand to be confidential.

7. RETURN OF PROPERTY; RECORDS

7.1 Return. Within days after the Termination Effective Date, each party shall return to the other party all tangible property, confidential materials and records belonging to the other party, or certify in writing the destruction thereof.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full corporate or entity power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement and the performance of its obligations will not breach, violate or conflict with any material agreement or applicable law; and (c) no authorization or consent of any third party is required for the consummation of the transactions contemplated hereby, except as disclosed in writing to the other party.

9. INDEMNIFICATION

9.1 Indemnities. Subject to the terms and limitations set forth herein, each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by the indemnifying party of its representations, warranties or covenants contained in this Agreement, or any pre-termination acts or omissions by the indemnifying party expressly retained by this Agreement.

10. SURVIVAL

The provisions of this Agreement that by their nature are intended to survive termination (including but not limited to Sections 3 (Consideration), 4 (Mutual Release) to the extent necessary to effect the release, 6 (Confidentiality), 7 (Return of Property), 9 (Indemnification), and this Section 10) shall survive the termination and remain in full force and effect.

11. NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been given if delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended, modified or supplemented only by a written instrument signed by each of the parties. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party against whom enforcement is sought. 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. Electronic signatures and delivery by electronic transmission shall be binding and effective to the same extent as original signatures.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

13.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating to such subject matter, except as expressly provided herein.

13.3 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 in any way be affected or impaired.

14. REPRESENTATIVE AUTHORITY

Each signatory below represents and warrants that they are duly authorized to execute and deliver this Agreement on behalf of the party for which they sign and that this Agreement is binding upon such party in accordance with its terms.

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