Legal Trial Waiver

LEGAL TRIAL WAIVER

This Legal Trial Waiver (the Agreement) is made and entered into by and between Party A Name: and Party B Name: (each a Party and collectively the Parties). Effective Date: .

RECITALS

WHEREAS, a dispute has arisen or may arise between the Parties concerning the matters described as:

WHEREAS, the Parties desire to resolve certain procedural rights and to avoid the expense and delay of jury trials, and to provide certainty as to the forum and procedures for adjudication of disputes between them;

WHEREAS, each Party has had the opportunity to consult with counsel of its choice and acknowledges that this Agreement affects substantial legal rights, including the right to a jury trial;

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

1. WAIVER OF JURY TRIAL

Each Party, on behalf of itself and its successors and permitted assigns, knowingly, intentionally and voluntarily waives any right to a trial by jury in any action, proceeding or counterclaim arising out of or related to the subject matter described above or this Agreement. This waiver applies to causes of action whether sounding in contract, tort, equity or otherwise, and includes any claims for compensatory, punitive or exemplary damages to the extent permitted by law.

2. SCOPE OF WAIVER

The waiver set forth in Section 1 is intended to be broadly interpreted and shall apply to any dispute, controversy or claim whether current, known or unknown, foreseen or unforeseen, arising out of the transactions, agreements, or dealings between the Parties described in the Recitals. The Parties acknowledge that this waiver survives termination or expiration of any agreement between them.

3. FORUM SELECTION

The Parties agree that disputes arising under or relating to this Agreement shall be resolved in the following manner (select one):

Bench trial before a court of competent jurisdiction (non-jury). If selected, the Parties consent to judge-only adjudication.

Binding arbitration. If selected, disputes shall be finally resolved by binding arbitration administered in accordance with the arbitration rules mutually agreed upon by the Parties. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

If neither box is checked, the Parties acknowledge that the waiver of jury trial nevertheless remains effective and that any adjudicative forum will proceed without a jury unless otherwise ordered by a court for reasons beyond the Parties' reasonable control.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) the person signing on its behalf is duly authorized to bind the Party; and (c) the waiver contained herein is not the result of duress, coercion, undue influence, or fraud.

5. VOLUNTARY EXECUTION

Each Party acknowledges that it has read and understands the provisions of this Agreement, has had the opportunity to consult with independent legal counsel, and signs this Agreement voluntarily and without reliance upon any statement or representation not contained herein.

6. REMEDIES; ATTORNEYS' FEES

Except as otherwise provided by statute or this Agreement, the prevailing Party in any dispute shall be entitled to recover its reasonable attorneys' fees and costs incurred in the enforcement of this Agreement, whether in court, arbitration or other adjudicative forum.

7. NOTICES

Notices shall be effective upon receipt when delivered in person, by certified mail return receipt requested, or by nationally recognized overnight courier service to the addresses set forth above or to such other address as a Party shall designate in writing in accordance with this Section.

8. AMENDMENTS; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by both Parties. No delay or failure to exercise any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude other or further exercises of that right.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the state of without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction.

10. ENTIRE AGREEMENT

This Agreement contains the entire understanding of the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral, relating to such subject matter.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the greatest extent possible, the original intent of the Parties.

12. 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 treated as originals for all purposes.

13. ADDITIONAL PROVISIONS

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