1

AGREEMENT

THIS AGREEMENT (the Agreement) is entered into effective as of ____________ _____, 20__by and between _________________________, a ___________ ________ (Party#1) and ______________________, a _______________ ____________ (Party#2) !"#$#A%, Party#1 &owns, desires to, etc ' _____________________( and !"#$#A%, Party#2 &owns, desires to, etc ' _____________________( )*!, +"#$#,*$#, in consideration of the m-t-a. covenants set forth herein and other good and va.-ab.e consideration, the /arties agree as fo..ows0 1 &%tatement of 1-siness $e.ationshi/( $ights, *b.igations' %-b2ect to the terms and conditions of this Agreement, _______________________________________________________ 2 3 5 &,ees, Payments, etc ' Party#1 agrees to /ay Party#2 ______________________ &*ther terms4conditions' ______________________ &*ther terms4conditions' ______________________

6 +erm and +ermination +he initia. term of this Agreement wi.. be for ____ &months, days, years' from the effective date of this Agreement +his Agreement wi.. a-tomatica..y renew for s-ccessive ________ &month, day, year' terms thereafter -nti. terminated by either /arty +his Agreement may be terminated before its initia. term (or any renewa. term) is com/.eted, by either /arty at any time, for any reason or for no reason at a.., /rovided that at .east __ days7 advance written notice of termination is given to the non8terminating /arty by the terminating /arty 9 Performance #ach /arty wi.. /erform their res/ective d-ties and res/onsibi.ities -nder this Agreement fair.y and in good faith : A//.icab.e ;aw( <onstr-ction +his Agreement wi.. be governed by and constr-ed in accordance with the .aws of the %tate of _______________, witho-t regard to any conf.ict of .aws r-.e or /rinci/.e which might refer the governance or constr-ction of this Agreement to the .aws of another 2-risdiction %-b2ect to the /rovisions set forth in this Agreement for the severabi.ity and reformation of any inva.id or -nenforceab.e /rovisions, this Agreement wi.. at a.. times and in a.. events be constr-ed as a who.e, according to its fair meaning, and not strict.y for or against any /arty =n.ess the conte>t re?-ires otherwise, (a) the gender (or .ac@ of gender) of a.. words -sed in this Agreement inc.-des the masc-.ine, feminine, and ne-ter, (b) the word inc.-ding means inc.-ding, witho-t .imitation, and (c) references to %ections refer to %ections of this Agreement %ection headings are for convenience on.y and do not contro. or affect meaning or inter/retation of any terms or /rovisions of this Agreement

A Ben-e +he d-ties and ob.igations of the /arties to this Agreement can or wi.. be /erformed, in who.e or in /art, in __________ <o-nty, __________ +he /arties agree that a.tho-gh there may be other ven-es that are /ro/er -nder a//.icab.e .aw, __________ <o-nty, __________ is a /ro/er ven-e for the reso.-tion of any dis/-te re.ating to or arising o-t of this Agreement C )-mber and Dender of !ords #>ce/t where the conte>t indicates otherwise, words in the sing-.ar n-mber wi.. inc.-de the /.-ra. and words in the masc-.ine gender wi.. inc.-de the feminine and ne-ter, and vice versa, when they sho-.d so a//.y 10 Enva.id Provisions Ef any /rovision of this Agreement is he.d to be i..ega., inva.id or -nenforceab.e -nder /resent or f-t-re .aws effective d-ring the term hereof, s-ch /rovision wi.. be f-..y severab.e( this Agreement wi.. be constr-ed and enforced as if s-ch i..ega., inva.id or -nenforceab.e /rovision had never com/rised a /art of this Agreement, and the remaining /rovisions hereof wi.. remain in f-.. force and effect and wi.. not be affected by the i..ega., inva.id or -nenforceab.e /rovision or by its severance from this Agreement ,-rthermore, in .ieof s-ch i..ega., inva.id or -nenforceab.e /rovision there wi.. be added a-tomatica..y as a /art of this Agreement a /rovision as simi.ar in terms to s-ch i..ega., inva.id or -nenforceab.e /rovision as may be /ossib.e and be .ega., va.id and enforceab.e 11 !aiver )o consent or waiver, e>/ressed or im/.ied, by any /arty to or of any breach or defa-.t by the other /arty in the /erformance of ob.igations here-nder wi.. be deemed or constr-ed to be a consent or waiver to or of any other breach or defa-.t in the /erformance by s-ch other /arty of the same or any other ob.igation -nder this Agreement ,ai.-re on the /art of a /arty to com/.ain of any act or fai.-re to act of the other /arty or to dec.are the other /arty in defa-.t, irres/ective of how .ong s-ch fai.-re contin-es, wi.. not constit-te a waiver by s-ch /arty of its rights -nder this Agreement 12 Attorneys7 ,ees Ef either /arty breaches this Agreement, or if it becomes necessary for one /arty to instit-te .ega. /roceedings against the other /arty and the non8breaching /arty em/.oys an attorney to enforce this Agreement, obtain in2-nctive re.ief, or co..ect damages against the breaching /arty, the breaching /arty wi.. /ay to the non8breaching /arty a.. reasonab.e attorney7s fees, co-rt costs, e>/ert witness fees, and other e>/enses that the non8 breaching /arty so inc-rs 13 <o-nter/arts( #>hibits +his Agreement may be e>ec-ted in co-nter/arts, with the same effect as if both /arties had signed the same doc-ment A.. s-ch co-nter/arts wi.. be deemed an origina., wi.. be constr-ed together and wi.. constit-te one and the same instr-ment Any e>hibits, sched-.es, or a//endices attached to this Agreement and any amendments to s-ch e>hibits, sched-.es, or a//endices are s/ecifica..y incor/orated into and made an integra. /art of this Agreement for a.. /-r/oses 15 #ntire Agreement( Amendment +his Agreement constit-tes the entire -nderstanding between the /arties and s-/ersedes a.. /ro/osa.s, commitments, writings, negotiations, and -nderstandings, ora. and written, and a.. other comm-nications between the /arties re.ating to the s-b2ect matter hereof +his Agreement may not be amended or otherwise modified e>ce/t in writing d-.y e>ec-ted by a.. of the /arties

16 +hird Party 1eneficiaries +he terms and conditions of this Agreement, e>/ress or im/.ied, e>ist on.y for the benefit of the /arties to this Agreement and their res/ective s-ccessors and assigns )o other /erson or entity wi.. be deemed to be a third /arty beneficiary of this Agreement 19 Parties 1o-nd +his Agreement wi.. be binding -/on, and in-re to the benefit of, each of the /arties hereto to the e>tent a//.icab.e to them and their res/ective s-ccessors and assigns 1: $emedies #ach /arty to this Agreement is entit.ed to enforce its rights -nder this Agree8 ment s/ecifica..y, to recover damages by reason of any breach of any /rovision of this Agreement, and to e>ercise a.. other rights e>isting in its favor +he /arties agree and ac@now8 .edge that money damages may not be an ade?-ate remedy for any breach of the /rovisions of this Agreement and that any /arty may, in its so.e discretion, a//.y to any co-rt of com/etent 2-risdiction for in2-nctive re.ief (inc.-ding tem/orary restraining orders, tem/orary in2-nctions, and /ermanent in2-nctions) in order to enforce or /revent any vio.ation of the terms of this Agreement +he remedies of the /arties -nder this Agreement are c-m-.ative and wi.. not e>c.-de any other remedies to which any /arty may be .awf-..y entit.ed 1A ,-rther Actions !hether or not s/ecifica..y re?-ired -nder the terms of this Agreement, each /arty wi.. e>ec-te and de.iver s-ch doc-ments and ta@e s-ch f-rther actions as may be necessary in order for s-ch /arty to /erform a.. of his, her, or its ob.igations s/ecified herein or reasonab.y im/.ied from the terms hereof 1C F-t-a. =nderstanding #ach /arty has read this entire Agreement, f-..y -nderstands the contents hereof, has had the o//ort-nity to obtain inde/endent advice as to its .ega. effect, and is -nder no d-ress or ob.igation of any @ind to e>ec-te it +his Agreement ref.ects the m-t-a. -nderstanding of the /arties with res/ect to a.. s-b2ect matter addressed herein and wi.. be constr-ed according.y 20 )otice #>ce/t as e>/ress.y /rovided to the contrary herein, any notice re?-ired or /ermitted -nder this Agreement wi.. be deemed s-fficient.y given if in writing and /ersona..y de.ivered, transmitted by facsimi.e, or sent by certified mai. (/ostage /re/aid) to the /arty at the address set forth beneath its signat-re be.ow or at s-ch other address as the /arty may s-bse?-ent.y designate &*/tiona. %horter Arbitration <.a-se' 21 1inding Arbitration #ach /arty to this Agreement agrees that any dis/-te or controversy arising between any of the /arties to this Agreement, or any /erson or entity in /rivity therewith, o-t of the transactions effected and re.ationshi/s created /-rs-ant to this Agreement and each other agreement created in connection herewith, inc.-ding any dis/-te or controversy regarding the formation, terms, or constr-ction of this Agreement, regard.ess of @ind or character, m-st be reso.ved thro-gh binding arbitration #ach /arty to this Agreement agrees to s-bmit s-ch dis/-te or controversy to arbitration before the American Arbitration Association in ____________, ____________, and f-rther agrees to be bo-nd by the determination of any arbitrator or arbitration /ane. em/ane..ed by the American Arbitration Association to ad2-dicate the dis/-te G-dgment on any arbitration award may be entered in any co-rt of com/etent 2-risdiction Any /arty to this Agreement may bring an action, inc.-ding a s-mmary or e>/edited /roceeding, to

com/e. arbitration of any s-ch dis/-te or controversy in a co-rt of com/etent 2-risdiction and, f-rther, may see@ /rovisiona. or anci..ary remedies, inc.-ding tem/orary or in2-nctive re.ief in connection with s-ch dis/-te or controversy in a co-rt of com/etent 2-risdiction, /rovided that the dis/-te or controversy is -.timate.y reso.ved thro-gh binding arbitration cond-cted in accordance with the terms and conditions of this %ection &*/tiona. Hetai.ed Arbitration <.a-se' 22 1inding Arbitration Party#1 and Party#2 agree that e>ce/t as /rohibited by a//.icab.e .aw, any dis/-te or controversy arising between the /arties to this Agreement, or any /erson or entity in /rivity therewith, o-t of the transactions effected and re.ationshi/s created /-rs-ant to this Agreement or any other agreement created in connection herewith, inc.-ding any dis/-te or controversy invo.ving the formation, terms, or constr-ction of this Agreement, regard.ess of @ind or character, wi.. be reso.ved thro-gh binding arbitration cond-cted in I<o-ntyJ, I%tateJ !ith res/ect to the arbitration of any dis/-te or controversy, each /arty -nderstands that0 A) 1) <) H) arbitration is fina. and binding on the /arties( each /arty is waiving its right to see@ certain remedies in co-rt, inc.-ding the right to a 2-ry tria.( discovery in arbitration is different and more .imited than discovery in .itigation( an arbitratorKs award need not inc.-de fact-a. findings or .ega. reasoning, and any /artyKs right to a//ea. or to see@ modification of a r-.ing by the arbitrator is strict.y .imited

#ach /arty to this Agreement wi.. s-bmit any dis/-te or controversy to arbitration before the American Arbitration Association (AAA) within five days after receiving a written re?-est to do so from the other /arty Ef any /arty fai.s to s-bmit a dis/-te or controversy to arbitration as re?-ested, then the re?-esting /arty may commence the arbitration /roceeding +he ,edera. Arbitration Act wi.. govern the /roceeding and a.. iss-es raised by this agreement to arbitrate #ach /arty to this Agreement wi.. be bo-nd by the determination of any arbitrator or arbitration /ane. em/ane.ed by the AAA to ad2-dicate the dis/-te G-dgment on any arbitration award may be entered in any co-rt of com/etent 2-risdiction Any /arty to this Agreement may bring an action, inc.-ding a s-mmary or e>/edited /roceeding, to com/e. arbitration of any s-ch dis/-te or controversy in a co-rt of com/etent 2-risdiction and, f-rther, may see@ /rovisiona. or anci..ary remedies, inc.-ding tem/orary or in2-nctive re.ief in connection with s-ch dis/-te or controversy in a co-rt of com/etent 2-ris8 diction, /rovided that the dis/-te or controversy is -.timate.y reso.ved thro-gh binding arbitra8 tion cond-cted in accordance with the terms and conditions of this %ection Ef any /arty instit-tes .ega. /roceedings in an effort to resist arbitration and is -ns-ccessf-. in doing so, the /revai.ing /arty is entit.ed to recover, from the .osing /arty, its .ega. fees, e>/ert witness costs, and other e>/enses inc-rred in connection with the defense of s-ch /roceedings

E) !E+)#%% !"#$#*,, the /arties have e>ec-ted this Agreement effective as of the date first above written Party#10 InameJ

1y _____________________ Ets ________________ IAddress .ine 1J IAddress .ine 2J ,acsimi.e0 (___) ___8____ Party#20 InameJ

1y _____________________ Ets ________________ IAddress .ine 1J IAddress .ine 2J ,acsimi.e0 (___) ___8____