Reissue Document Template

REISSUE DOCUMENT TEMPLATE

This Reissue Document Template (the "Agreement") is entered into as of Effective Date: by and between Issuer: and Recipient: .

WHEREAS

WHEREAS, Issuer originally issued a document identified as Original Document ID: on Original Issue Date: (the "Original Document");

WHEREAS, Recipient has requested that Issuer reissue the Original Document with modifications described herein, and Issuer has agreed to reissue subject to the terms and conditions set forth in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

As consideration for the reissue services described in Scope of Work, Recipient shall pay Issuer the following fees.

Late Payment: Any amount not paid when due shall accrue interest at a rate of and Issuer may suspend delivery of reissued documents until all outstanding amounts are paid in full.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Termination shall not relieve Recipient of its obligation to pay for services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall hold in strict confidence all proprietary or non-public information disclosed by the other party in connection with the reissue (the "Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) was received from a third party having lawful right to disclose; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement and shall not disclose Confidential Information except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or expiration of this Agreement, the receiving party shall, at the disclosing party's option, return or destroy all Confidential Information and certify such return or destruction in writing.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder. Issuer further represents that, to its knowledge, the reissued document will not infringe third-party rights and will be issued in accordance with applicable internal policies and applicable law.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or such other address as the parties may designate in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any action arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

REISSUE CERTIFICATION

Issuer certifies that the reissued document identified herein replaces the Original Document to the extent specified in the Scope of Work and that Issuer has taken commercially reasonable steps to ensure that the reissued document accurately reflects the modifications set forth in this Agreement. Issuer shall mark the face of the reissued document with Reissue Number:

MISCELLANEOUS

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of any subsequent breach.

Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Issuer may assign to an affiliate or in connection with a merger, sale of substantially all assets, or other corporate reorganization.

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