Legal Unexecuted Form

LEGAL UNEXECUTED FORM

This Legal Unexecuted Form (the "Form") is entered into as of by and between Party A Name: with principal address: and Party B Name: with principal address: .

RECITALS

WHEREAS, Party A and Party B have discussed certain terms and have prepared an instrument described as: (the "Unexecuted Instrument");

WHEREAS, the parties intend that the Unexecuted Instrument shall not be binding or enforceable unless and until it has been duly executed by authorized representatives of both parties; and

WHEREAS, the parties desire to record certain understandings concerning the current unexecuted status and the procedures for final execution, each as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Unexecuted Instrument" means the instrument described above that has been prepared but not yet signed by both parties. Capitalized terms used but not defined in this Form have the meanings ascribed to them in the Unexecuted Instrument, if any.

2. STATUS OF THE UNEXECUTED INSTRUMENT

2.1 Non-Binding Status. The parties expressly agree that, unless and until an authorized representative of each party has executed the Unexecuted Instrument, such instrument shall not constitute a binding agreement, shall create no legal obligations between the parties, and shall not be enforceable by either party.

2.2 Reliance. Neither party shall be entitled to rely upon any term of the Unexecuted Instrument as a binding commitment, nor shall any party be liable for breach for failing to perform any obligation described therein prior to execution by authorized representatives.

3. OBLIGATIONS PRIOR TO EXECUTION

3.1 Good Faith Negotiation. The parties shall continue to negotiate in good faith and shall use commercially reasonable efforts to resolve any outstanding issues identified in the Unexecuted Instrument and to procure final signatures on or before .

3.2 No Prejudice. Nothing in this Form shall prejudice the rights of either party to modify, withdraw, or refuse to execute the Unexecuted Instrument, provided that any such decision shall be exercised in good faith and in accordance with applicable law.

4. REPRESENTATIONS AND WARRANTIES

Each party hereby represents and warrants to the other that: (a) it has full power and authority to enter into this Form; (b) the execution and delivery of this Form has been duly authorized by all necessary corporate or other action; and (c) the individual executing this Form on its behalf is duly authorized to make the representations contained herein.

4.1 Representative Name for Party A:

5. CONFIDENTIALITY

5.1 Treatment of Materials. All drafts, negotiations, communications, and the Unexecuted Instrument itself shall be treated as confidential by the receiving party and shall not be disclosed to any third party except (a) as required by law, (b) to professional advisors on a need-to-know basis who are bound by confidentiality obligations, or (c) with the prior written consent of the disclosing party.

5.2 Confidential Exceptions. This confidentiality obligation shall not apply to information that is or becomes generally available to the public other than as a result of a breach of this Form.

6. NOTICES

Notices required or permitted under this Form shall be given in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT; SEVERABILITY

8.1 Entire Agreement. This Form constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and communications relating thereto concerning the unexecuted status and procedures for execution.

8.2 Severability. If any provision of this Form is held to be invalid, illegal or unenforceable in any respect, the remainder of this Form shall remain in full force and effect and the affected provision shall be reformed only to the minimum extent necessary to make it valid and enforceable.

9. AMENDMENT, WAIVER, COUNTERPARTS

9.1 Amendment. This Form may be amended or modified only by a written instrument signed by authorized representatives of both parties.

9.2 Waiver. No waiver of any breach of this Form shall be effective unless in writing and signed by the party granting the waiver. No failure or delay by any party in exercising any right shall operate as a waiver.

9.3 Counterparts. This Form 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 facsimile or electronic transmission shall be deemed original signatures for all purposes.

10. ADDITIONAL PROVISIONS

10.1 Authority to Execute. Each party warrants that the person signing below has been duly authorized to sign this Form on its behalf and to bind the party to the terms contained herein.

I acknowledge that the Unexecuted Instrument is not binding and that this Form only records procedural understandings regarding execution and confidentiality.

Sign Now