Legal Withdrawal Agreement

LEGAL WITHDRAWAL AGREEMENT

This Legal Withdrawal Agreement ("Agreement") is made and entered into as of by and between Withdrawing Party: , a Entity Type: Corporation LLC Partnership Individual , with principal address at ; and Remaining Party: , a Entity Type: Corporation LLC Partnership Individual , with principal address at .

RECITALS

WHEREAS, Withdrawing Party and Remaining Party are parties to certain agreements, arrangements, ownership interests or obligations described as follows: (the "Subject"); and

WHEREAS, the parties desire to set forth the terms and conditions upon which Withdrawing Party will withdraw from the Subject and the Remaining Party will accept such withdrawal and perform any transitional obligations described below.

WHEREAS, the parties intend that the withdrawal be effective upon the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: "Effective Date" means the date set forth in Section 2 below; "Subject" has the meaning set forth in the Recitals; "Confidential Information" means proprietary or confidential information exchanged in connection with the Subject.

2. EFFECTIVE DATE OF WITHDRAWAL

Effective Date. The withdrawal of Withdrawing Party from the Subject shall be effective as of (the "Effective Date"), provided that all conditions precedent set forth herein have been satisfied or waived.

3. WITHDRAWAL; RELEASE

Withdrawal. Subject to the terms and conditions of this Agreement, Withdrawing Party shall withdraw from all rights, duties and obligations arising under the Subject as of the Effective Date. From and after the Effective Date, Withdrawing Party shall have no further authority to bind the Remaining Party in respect of the Subject.

Release. In consideration of the withdrawals and covenants herein, each party, on behalf of itself and its affiliates, subject to the exceptions set forth in this Agreement, hereby releases the other party and its affiliates and their respective officers, directors, managers, employees and agents from any and all claims, demands, liabilities or causes of action arising out of the Subject up to the Effective Date.

4. CONSIDERATION

Consideration. In consideration for the withdrawals, Remaining Party agrees to provide the following to Withdrawing Party (check applicable items and describe):

Payment Amount, if any: $ . Payment terms:

5. REPRESENTATIONS AND WARRANTIES

Withdrawing Party represents and warrants to Remaining Party that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any agreement, instrument, law or order to which it is a party or by which it is bound; and (c) there are no pending claims, liens or encumbrances that would adversely affect the withdrawals contemplated hereby, except as disclosed here:

Remaining Party represents and warrants to Withdrawing Party that: (a) it has authority to accept the withdrawal and to perform its obligations hereunder; and (b) acceptance of the withdrawal will not cause a breach of any material agreement of Remaining Party.

6. CONFIDENTIALITY

Confidentiality. Except as required by law, each party shall continue to hold in confidence and not disclose Confidential Information of the other party. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, unless a longer period is required by applicable law.

7. TRANSITION ASSISTANCE

Transition Assistance. To effectuate an orderly transition, Withdrawing Party shall provide the following assistance to Remaining Party for a period of days after the Effective Date:

8. TAXES AND LIABILITIES

Taxes and Liabilities. Except as expressly assumed in this Agreement, each party shall be responsible for its own pre-Effective Date taxes, liabilities and obligations. The parties agree to cooperate in allocating responsibility for any joint obligations that arise from the Subject; any disputed allocation shall be resolved in accordance with the indemnity provisions below.

9. INDEMNIFICATION

Indemnity. Each party shall indemnify, defend and hold harmless the other party and its officers, directors, affiliates and agents from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of a breach of any representation, warranty or covenant of such indemnifying party contained in this Agreement.

10. NOTICES

Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth below (or to such other address as either party may specify in writing).

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT; SEVERABILITY

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 and understandings, whether written or oral, relating to such subject matter.

Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, such provision shall be reformed to the extent necessary to make it enforceable, and the validity and enforceability of the remaining provisions shall not be affected.

13. AMENDMENTS; WAIVER; COUNTERPARTS

Amendments and Waiver. This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be deemed binding for all purposes.

14. FURTHER ASSURANCES

Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the provisions and intent of this Agreement.

15. MISCELLANEOUS

Headings. Section headings are for convenience only and shall not affect interpretation. The term "including" shall be deemed to be followed by the phrase "without limitation" unless the context requires otherwise.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Remaining Party may assign to an affiliate or in connection with a sale of substantially all of its assets.

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