Reissue Document

REISSUE DOCUMENT

Parties

Issuer Name:    Issuer Address:

Recipient Name:    Recipient Address:

Recitals

WHEREAS, Issuer issued a document titled "" bearing identifying number on (the "Original Document");

WHEREAS, the parties desire that Issuer reissue the Original Document to correct or replace the document for the reasons set forth below and to create a new instrument that supersedes the Original Document upon delivery of the Reissued Document; and

WHEREAS, the parties intend for the Reissued Document to carry the same legal effect as the Original Document except as expressly modified herein.

Reissue Details

Effective Date of Reissue:

Scope of Work

Payment Terms

All fees are due in cleared funds as specified above. Failure to make payment when due will entitle Issuer to suspend processing of the Reissued Document, to assess the Late Payment Fee stated above, and to pursue any other remedy available at law or in equity.

Term and Termination

Term Commencement:

Term Expiration:

Either party may terminate this Reissue Document for material breach by the other party that remains uncured for the notice period set forth above. Termination does not relieve a party of obligations accrued prior to termination, including payment obligations.

Confidentiality

Each party acknowledges that in connection with the reissue process it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Reissue Document that is marked confidential or would reasonably be considered confidential.

Each party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information only to perform its obligations under this Reissue Document, and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations continue for years following the Effective Date, except as otherwise required by law, provided that the disclosing party first seeks protective measures to limit disclosure.

Representations; Indemnity

Each party represents that it has full power and authority to enter into this Reissue Document and to perform its obligations hereunder. Issuer represents that to the best of its knowledge the Reissued Document will conform to the specifications set forth in the Scope of Work.

Recipient agrees to indemnify, defend and hold harmless Issuer from any third-party claim arising from Recipient's use or distribution of the Reissued Document, except to the extent caused by Issuer's gross negligence or willful misconduct.

Governing Law

This Reissue Document shall be governed by and construed in accordance with the laws of the jurisdiction set forth above, without regard to choice-of-law principles that would result in the application of the laws of another jurisdiction.

Entire Agreement; Amendments

This Reissue Document, together with any documents expressly incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Execution and Delivery

Upon execution of this Reissue Document by both parties and payment of any applicable fees, Issuer shall prepare and deliver the Reissued Document to Recipient. The Reissued Document shall supersede the Original Document as of the Effective Date unless otherwise specified herein.

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