Legal Undertaking Letter

LEGAL UNDERTAKING LETTER

Date:   This Legal Undertaking Letter (the “Letter”) is made and delivered by Undertaking Party Name: whose registered address is (the “Undertaking Party”), in favour of Beneficiary Name: whose registered address is (the “Beneficiary”).

RECITALS

WHEREAS, the Beneficiary requires the Undertaking Party to give a written undertaking to ensure the timely performance of certain obligations described herein;

WHEREAS, the Undertaking Party has capacity and authority to provide this Letter and is willing to provide the undertaking on the terms set out below for the benefit of the Beneficiary; and

WHEREAS, the parties acknowledge that this Letter is given to secure performance of obligations arising under or in connection with: Reference/Contract No.:

NOW, THEREFORE

In consideration of the foregoing and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Undertaking Party and the Beneficiary agree as follows:

1. DEFINITIONS

In this Letter, unless the context otherwise requires, the following words have the following meanings: "Obligations" means the duties, acts and performance obligations described in Section 2 below and any ancillary obligations reasonably necessary to effectuate them.

2. UNDERTAKING

2.1 The Undertaking Party unconditionally and irrevocably undertakes to the Beneficiary that it will perform the Obligations described below in accordance with the terms of this Letter.

2.2 Description of Obligations: The Undertaking Party shall:

2.3 Time for Performance: The Undertaking Party shall complete or comply with the Obligations by no later than , or such other date as agreed in writing between the parties.

3. REPRESENTATIONS AND WARRANTIES

3.1 The Undertaking Party represents and warrants that:

(a) it is duly organized, validly existing and in good standing under applicable law and has full power and authority to enter into and perform this Letter;

(b) the execution and delivery of this Letter and the performance of its obligations will not violate any applicable law, agreement, judgment or order binding on the Undertaking Party; and

(c) all information provided by the Undertaking Party in connection with this Letter is true, complete and not misleading in any material respect as at the date of this Letter.

4. INDEMNITY

4.1 The Undertaking Party shall indemnify, defend and hold harmless the Beneficiary from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising from or in connection with any breach of this Letter by the Undertaking Party or the Undertaking Party's negligence or wilful misconduct.

4.2 The indemnity provided in this Section 4 is a continuing obligation separate and independent from the other obligations of the Undertaking Party and survives termination of this Letter.

5. LIMITATION OF LIABILITY

5.1 Except for liability arising from fraud, wilful misconduct or intentional breach, the Undertaking Party's liability under or in connection with this Letter shall be limited to direct damages and shall not include indirect, consequential, special or punitive damages.

6. TERM AND TERMINATION

6.1 This Letter shall commence on the Effective Date and shall remain in effect until all Obligations have been satisfied and any applicable indemnities have expired, unless earlier terminated by mutual written agreement of the parties.

6.2 Termination of this Letter shall not relieve any party of liability for any breach occurring prior to the date of termination.

7. REMEDIES

7.1 The remedies provided in this Letter are cumulative and in addition to any other rights or remedies available at law or in equity. No delay or failure by the Beneficiary to exercise any right shall operate as a waiver of that or any other right.

8. NOTICES

Undertaking Party Notice Address

Undertaking Party Contact

Beneficiary Notice Address

Beneficiary Contact

8.1 Any notice or communication required or permitted to be given under this Letter shall be in writing and delivered to the addresses provided above and shall be effective upon receipt.

9. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles.

Governing Law Jurisdiction

10. ENTIRE AGREEMENT

This Letter constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings and negotiations, whether written or oral, relating to such subject matter.

11. SEVERABILITY

If any provision of this Letter 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.

12. AMENDMENTS AND WAIVER

No amendment to this Letter shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver thereof.

13. COUNTERPARTS

This Letter may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

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