Superseding Legal Agreement

SUPERSEDING LEGAL AGREEMENT

This Superseding Legal Agreement (the "Agreement") is made and entered into as of by and between Party A: whose principal address is , and Party B: whose principal address is . Party A and Party B may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties previously entered into a written agreement entitled dated (the "Prior Agreement");

WHEREAS, the Parties desire that this Agreement supersede, replace and govern the relationship between the Parties with respect to the subject matter hereof, and to set forth the terms and conditions under which the Parties will proceed; and

WHEREAS, the Parties intend that this Agreement shall control and resolve any inconsistencies, conflicts, or ambiguities between the Prior Agreement and this Agreement.

NOW, THEREFORE

In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms have the meanings set forth below:

"Effective Date" means the date first written above. "Confidential Information" means information disclosed by a Party to the other Party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SUPREMACY AND SUPERSEDING EFFECT

2.1 Superseding Effect. This Agreement supersedes and replaces the Prior Agreement in its entirety with respect to the matters set forth herein. From the Effective Date, the Prior Agreement shall be of no further force or effect except as expressly provided in this Agreement.

2.2 Conflicting Terms. If any term or provision of the Prior Agreement conflicts with a term or provision of this Agreement, the term or provision of this Agreement shall control.

3. SCOPE OF PERFORMANCE

3.1 Obligations. Each Party shall perform the obligations set forth in this Agreement in good faith and in a commercially reasonable manner. Specific duties, deliverables, and timelines (if any) are described below and in any schedules attached hereto.

4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and shall continue until terminated as provided in this Section.

4.2 Termination for Convenience. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party.

4.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full corporate power and authority to enter into and perform this Agreement; (b) execution and delivery of this Agreement and performance of its obligations do not and will not violate any law, order, contract or obligation by which it is bound; and (c) it will comply with all applicable laws in the performance of its obligations under this Agreement.

6. CONFIDENTIALITY

6.1 Duty of Confidentiality. Each Party shall hold in confidence and not disclose any Confidential Information of the other Party, except to its employees, agents or advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those set forth in this Agreement.

6.2 Exclusions. Confidential Information does not include information that is (a) already known to the recipient at the time of disclosure without restriction; (b) becomes publicly available without breach of this Agreement; or (c) is independently developed by the recipient without use of or reference to the disclosing Party's Confidential Information.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Indemnification. Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's breach of this Agreement, negligence, willful misconduct, or violation of law.

7.2 Limitation of Liability. Except for liability arising from a Party's gross negligence, willful misconduct, or indemnification obligations under Section 7.1, neither Party shall be liable to the other for special, incidental, consequential or punitive damages, and each Party's aggregate liability shall be limited to the amounts paid or payable under this Agreement during the twelve (12) months preceding the claim.

8. ASSIGNMENT

Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to an affiliate or in connection with a merger, sale of substantially all assets, or other change of control provided that the assignee assumes all obligations of the assignor under this Agreement.

9. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by written notice in accordance with this Section. Notice is effective upon (a) personal delivery, (b) three (3) business days after deposit with the postal service when sent by certified mail, or (c) one (1) business day after delivery to a nationally recognized overnight courier service.

10. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any waiver be effective unless it is in writing and signed by the Party granting the waiver.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith a replacement provision that, to the greatest extent possible, effectuates the original intent of the Parties.

12. GOVERNING LAW

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

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be binding as if originals.

14. MISCELLANEOUS

14.1 Entire Agreement. This Agreement (including all schedules and attachments hereto) 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.

14.2 Force Majeure. Neither Party shall be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, strikes, embargoes, acts of civil or military authorities, fire, flood or other similar occurrences.

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