Legal Termination Table

LEGAL TERMINATION TABLE

This Legal Termination Table ("Table") is entered into as of by and between First Party: (hereinafter "First Party") and Second Party: (hereinafter "Second Party"). The First Party and the Second Party shall be referred to collectively as the "Parties".

Recitals

WHEREAS, the Parties have entered into one or more agreements, contracts, purchase orders, statements of work or other binding instruments identified in the Table below (each an "Underlying Agreement");

WHEREAS, the Parties desire to set forth in a single instrument the agreed termination dates, notice requirements, settlement obligations and post-termination responsibilities applicable to each Underlying Agreement; and

WHEREAS, the Parties intend that the Table shall govern the effect of termination of the Underlying Agreements to the extent set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows.

1. Definitions

Capitalized terms used in this Table shall have the meanings set forth in the applicable Underlying Agreement unless otherwise defined herein. For purposes of this Table, "Effective Termination Date" means the date set forth in the table for a given Underlying Agreement on which the contractual relationship between the Parties under that Underlying Agreement ceases as provided below.

2. Termination Table

The Parties hereby record termination information for each Underlying Agreement in the table below. The entries constitute the Parties' agreed termination mechanics for the referenced Underlying Agreements and are incorporated into and form part of this Table.

3. Effect of Termination

3.1 Obligations Upon Termination. Upon an Effective Termination Date for any Underlying Agreement, the terminating Party shall perform its obligations set forth in the Table and the Underlying Agreement. Unless otherwise specified in the Table for a particular Underlying Agreement, each Party shall: (a) promptly reconcile and pay all amounts then due and owing as set forth in the Table; (b) return or certify destruction of confidential information and property belonging to the other Party in accordance with Section 3.3; and (c) cooperate in an orderly wind-down of services or deliveries that are the subject of the Underlying Agreement.

3.2 Accrued Rights. Termination of an Underlying Agreement shall not affect rights or liabilities accrued prior to the Effective Termination Date, including the right to payment for goods or services provided prior to termination.

3.3 Return of Property and Confidentiality. Each Party shall return or destroy tangible property and confidential information of the other Party in its possession within days after the Effective Termination Date for the relevant Underlying Agreement, except to the extent retention of such information is required by law. Notwithstanding termination, confidentiality and any provisions that by their nature survive termination shall continue in full force and effect.

4. Settlements and Payment Mechanics

4.1 Timing. Any settlement or final payment identified in the Table for a terminated Underlying Agreement shall be invoiced and paid within days of the Effective Termination Date, unless a different period is specified for that Underlying Agreement in the Table.

4.2 Taxes and Withholdings. All payments required under this Table are exclusive of taxes, duties, or other governmental charges. Each Party shall be responsible for any taxes that the law requires it to pay with respect to amounts received hereunder.

5. Notices

Any notice required or permitted under this Table shall be given in writing to the contact details set forth below for each Party and shall be deemed received when delivered in accordance with the applicable Underlying Agreement or, if silent, when delivered by hand, by overnight courier, or three (3) days after deposit in the United States mail, postage prepaid.

6. Representations and Warranties

Each Party represents and warrants that: (a) it has full corporate power and authority to enter into and perform this Table; (b) the execution and delivery of this Table has been duly authorized by all necessary corporate or other action; and (c) when executed and delivered by both Parties, this Table will constitute a valid and binding obligation enforceable against such Party in accordance with its terms.

7. Governing Law

This Table shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law rules.

8. Entire Agreement; Severability

8.1 Entire Agreement. This Table, together with the Underlying Agreements to the extent expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral, relating thereto.

8.2 Severability. If any provision of this Table is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the original intent of the Parties.

9. Amendments; Waiver; Counterparts

9.1 Amendments. This Table may be amended or modified only by a written instrument signed by duly authorized representatives of both Parties.

9.2 Waiver. No failure or delay by either Party in exercising any right under this Table shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or the exercise of any other right.

9.3 Counterparts. This Table 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 means shall be binding.

10. Additional Provisions

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