Market Exchange Notice

MARKET EXCHANGE NOTICE

This Market Exchange Notice (the "Notice") is made effective as of Effective Date: by and between Notifying Party Name: and Receiving Party Name: .

Recitals

WHEREAS, Notifying Party operates or controls certain market positions, instruments, or assets described herein (the "Instruments") and intends to effect an exchange or transfer of said Instruments pursuant to the terms set forth in this Notice; and

WHEREAS, Receiving Party has reviewed and acknowledged the material terms of the proposed exchange and is willing to accept transfer of the Instruments in consideration of the payments and conditions set forth below; and

WHEREAS, the Parties desire to document the scope, consideration, timing and other material terms governing the exchange by executing this Notice.

Market and Exchange Details

Scope of Work

The Notifying Party shall effect all transfers, documentation, registrations and other actions reasonably necessary to transfer clear title and control of the Instruments to Receiving Party in accordance with applicable market rules and the schedule set forth herein. Receiving Party shall cooperate and provide requested documentation in a timely manner.

Payment Terms

Consideration for the exchange shall be paid by Receiving Party to Notifying Party as set forth below. All amounts are expressed in lawful currency unless otherwise specified.

Any amount not paid when due shall accrue a late fee of on the overdue balance, compounded monthly, together with all costs of collection, including reasonable attorneys' fees. Acceptance of late payment shall not waive any default or remedy.

Term and Termination

Term: This Notice commences on Start Date: and, unless earlier terminated in accordance with this section, will expire on End Date: .

Termination: Either Party may terminate this Notice for material breach by the other Party upon written notice and failure to cure within days after receipt of notice specifying the breach. Either Party may also terminate for convenience upon days' prior written notice to the other Party. Termination shall not relieve either Party of obligations accrued prior to termination.

Confidentiality

Each Party shall treat as confidential and shall not disclose to any third party any non-public information received from the other Party in connection with the exchange (the "Confidential Information"), except (i) as required by law, regulation or order of a court or regulatory authority, or (ii) to that Party's affiliates, legal counsel, auditors and advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those herein. Confidential Information shall be used solely for the purposes of performing obligations under this Notice. The obligations in this clause shall survive termination for a period of three (3) years.

Notices

All notices, consents, requests and other communications required or permitted under this Notice shall be in writing and delivered to the addresses below by hand, recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

Governing Law; Dispute Resolution

This Notice shall be governed by and construed in accordance with the laws of the state of , excluding its conflicts of law rules. The Parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within 30 days, disputes shall be resolved in a court of competent jurisdiction located in the chosen state, unless the Parties agree in writing to alternative dispute resolution.

Representations; Warranties

Each Party represents and warrants that it has full corporate power and authority to enter into and perform this Notice, that the execution and delivery of this Notice has been duly authorized, and that the performance of its obligations will not violate any material agreement, law or regulatory obligation to which it is subject.

Entire Agreement

This Notice, including any schedules or attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification of this Notice shall be effective unless in writing and signed by both Parties.

Survival

Any provision of this Notice which by its nature is intended to survive termination or expiration of this Notice will so survive, including, without limitation, confidentiality, payment obligations, representations and warranties, and dispute resolution provisions.

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