Legal Withdrawal Right Notice

LEGAL WITHDRAWAL RIGHT NOTICE

This Legal Withdrawal Right Notice (the Notice) is executed as of Effective Date: by and between Notifying Party Name: and Receiving Party Name: . This Notice sets forth the right and procedure by which the Notifying Party may withdraw from or rescind specified obligations, offers, acceptances or consents previously communicated to the Receiving Party.

RECITALS

WHEREAS, the Notifying Party and Receiving Party have engaged in negotiations or have entered into one or more agreements, communications, offers, or transactions described as: ; and

WHEREAS, the Notifying Party seeks to establish a clear, written exercise of any legal right to withdraw, rescind, or revoke consent, in accordance with applicable law and the express terms set forth below; and

WHEREAS, the Receiving Party acknowledges that the effect of any valid withdrawal is limited to the scope and remedies expressly stated in this Notice.

NOW THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. RIGHT TO WITHDRAW

1.1 Scope. The Notifying Party reserves the unilateral right to withdraw from the transaction, offer, acceptance or consent described above, including any obligations arising therefrom, to the fullest extent permitted by law. Withdrawal under this Notice applies only to those matters expressly identified in transaction description and does not affect unrelated obligations.

1.2 Time for Exercise. The right to withdraw must be exercised within calendar days following receipt by the Receiving Party of the initial communication, or by specific date: . Any purported withdrawal after the expiration of the applicable time period shall be ineffective unless otherwise agreed in writing by the Receiving Party.

2. METHOD OF EXERCISE

2.1 Required Form. To be effective, withdrawal must be communicated in writing and must clearly reference this Notice and the transaction identified herein. The writing must be signed by an individual authorized to bind the Notifying Party.

2.2 Permitted Delivery Methods (check one or more):  Mail Email In-person / Hand delivery Facsimile

2.3 Receipt. Withdrawal is effective upon the date the Receiving Party or its agent stamps the communication as received, or upon confirmed electronic receipt if sent by email or facsimile. The Receiving Party shall provide reasonable written acknowledgement of receipt within seven (7) business days of receipt.

3. EFFECT OF WITHDRAWAL

3.1 Termination of Obligations. Upon a valid exercise of withdrawal, the parties shall be relieved from future performance of the obligations directly arising from the withdrawn matter, subject to Section 3.2 below.

3.2 Remedies and Obligations. Withdrawal does not affect accrued rights, liabilities for breach occurring prior to withdrawal, payment obligations for goods or services actually performed prior to the effective date of withdrawal, or obligations required by law. Where applicable, the Receiving Party shall return any consideration received in connection with the withdrawn matter within days of receipt of a valid withdrawal, unless a different period is required by law.

3.3 Return of Property. If withdrawal requires return of physical property or documentation, Notifying Party shall identify such items below and deliver them to the Receiving Party within the time specified. Items to be returned:

4. EXCEPTIONS; LIMITATIONS

4.1 Exceptions. This Notice shall not apply where withdrawal is precluded by statute, court order, regulatory restriction, or where the parties have otherwise validly and expressly waived the right to withdraw in writing.

4.2 Limitations. The Notifying Party represents that the exercise of withdrawal is not intended to defraud third parties, impede creditors, or abrogate obligations imposed by law that survive withdrawal.

5. NOTICES

All notices required or permitted under this Notice shall be in writing and shall be delivered to the addresses below. Notice is effective upon actual receipt or, if mailed, three (3) business days after deposit with the postal service, postage prepaid.

6. REPRESENTATIONS AND COVENANTS

Each party represents and warrants that it has the authority to enter into this Notice, that the individual executing this Notice on its behalf is authorized to do so, and that execution and performance of this Notice will not violate any other agreement, law or order applicable to such party.

7. GOVERNING LAW; DISPUTE RESOLUTION

This Notice shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising under or in connection with this Notice shall be resolved by the courts located within the same state, and the parties submit to the exclusive jurisdiction thereof.

8. MISCELLANEOUS

8.1 Entire Agreement. This Notice constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations and agreements, whether written or oral, relating to such subject matter.

8.2 Severability. If any provision of this Notice is held invalid or unenforceable, the remaining provisions will continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuate the original intent.

8.3 Amendments and Waiver. This Notice may be amended only by a written instrument signed by both parties. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver.

8.4 Counterparts. This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

9. ACKNOWLEDGMENT

The undersigned represent and warrant that they are authorized to execute this Notice on behalf of the respective parties and that the information contained herein is true and correct.

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