AGREEMENT

THIS AGREEMENT (the "Agreement") is entered into effective as of ____________ _____, 20__by and between _________________________, a ___________ ________("Party#1") and ______________________, a _____________________ ______________ ("Party#2").

WHEREAS, Party#1 {owns, desires to, etc.} _____________________; and

WHEREAS, Party#2 {owns, desires to, etc.} _____________________;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the parties agree as follows:

1.	{Statement of Business Relationship; Rights, Obligations}. Subject to the terms and conditions of this Agreement, _______________________________________________________.

2.	{Fees, Payments, etc.}. Party#1 agrees to pay Party#2 ______________________.

3.	{Other terms/conditions}. ______________________.

4.	{Other terms/conditions}. ______________________.

5.	Term and Termination. The initial term of this Agreement will be for ____ {months, days, years} from the effective date of this Agreement. This Agreement will automatically renew for successive ________ {month, day, year} terms thereafter until terminated by either party. This Agreement may be terminated before its initial term (or any renewal term) is completed, by either party at any time, for any reason or for no reason at all, provided that at least __ days' advance writ
ten notice of termination is given to the non-terminating party by the terminating party.

6.	Performance. Each party will perform their respective duties and responsibilities under this Agreement fairly and in good faith.

7.	Applicable Law; Construction. This Agreement will be governed by and construed in accordance with the laws of the State of _______________, without regard to any conflict of laws rule or principle which might refer the governance or construction of this Agreement to the laws of another jurisdiction. Subject to the provisions set forth in this Agreement for the severability and reformation of any invalid or unenforceable provisions, this Agreement will at all times and in all events be construed as a whole, according to its fair meaning, and not strictly for or against any party. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, (b) the word "including" means "including, without limitation," and (c) references to Sections refer to Sections of this Agreement. Section headings are for convenience only and do not control or affect meaning or interpretation of any terms or provisions of this Agreement.

8.	Venue. The duties and obligations of the parties to this Agreement can or will be performed, in whole or in part, in __________ County, __________. The parties agree that although there may be other venues that are proper under applicable law, __________ County, __________ is a proper venue for the resolution of any dispute relating to or arising out of this Agreement.

9.	Number and Gender of Words. Except where the context indicates otherwise, words in the singular number will include the plural and words in the masculine gender will include the feminine and neuter, and vice versa, when they should so apply.

10.	Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision will be fully severable; this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions hereof will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there will be added automatically as a part of this Agree
ment a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

11.	Waiver. No consent or waiver, expressed or implied, by any party to or of any breach or default by the other party in the performance of obligations hereunder will be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligation under this Agreement. Failure on the part of a party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of how long such failure continues, will not constitute a waiver by such party of its rights under this Agreement.

12.	Attorneys' Fees. If either party breaches this Agreement, or if it becomes necessary for one party to institute legal proceedings against the other party and the non-breaching party employs an attorney to enforce this Agreement, obtain injunctive relief, or collect damages against the breaching party, the breaching party will pay to the non-breaching party all reasonable attorney's fees, court costs, expert witness fees, and other expenses that the non-breaching party so incurs.

13.	Counterparts; Exhibits. This Agreement may be executed in counterparts, with the same effect as if both parties had signed the same document. All such counterparts will be deemed an original, will be construed together and will constitute one and the same instrument. Any exhi
bits, schedules, or appendices attached to this Agreement and any amendments to such exhibits, schedules, or appendices are specifically incorporated into and made an integral part of this Agree
ment for all purposes.

14.	Entire Agreement; Amendment. This Agreement constitutes the entire understanding between the parties and supersedes all proposals, commitments, writings, negotiations, and under
standings, oral and written, and all other communications between the parties relating to the subject matter hereof. This Agreement may not be amended or otherwise modified except in writing duly executed by all of the parties.

15.	Third Party Beneficiaries. The terms and conditions of this Agreement, express or implied, exist only for the benefit of the parties to this Agreement and their respective successors and assigns. No other person or entity will be deemed to be a third party beneficiary of this Agreement.

16.	Parties Bound. This Agreement will be binding upon, and inure to the benefit of, each of the parties hereto to the extent applicable to them and their respective successors and assigns.

17.	Remedies. Each party to this Agreement is entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agree
ment, and to exercise all other rights existing in its favor. The parties agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may, in its sole discretion, apply to any court of competent jurisdiction for injunctive relief (including temporary restraining orders, temporary injunctions, and permanent injunctions) in order to enforce or prevent any violation of the terms of this Agreement. The reme
dies of the parties under this Agreement are cumulative and will not exclude any other remedies to which any party may be lawfully entitled.

18.	Further Actions. Whether or not specifically required under the terms of this Agree
ment, each party will execute and deliver such documents and take such further actions as may be necessary in order for such party to perform all of his, her, or its obligations specified herein or rea
sonably implied from the terms hereof.

19.	Mutual Understanding. Each party has read this entire Agreement, fully understands the contents hereof, has had the opportunity to obtain independent advice as to its legal effect, and is under no duress or obligation of any kind to execute it. This Agreement reflects the mutual under
standing of the parties with respect to all subject matter addressed herein and will be construed accordingly.

20.	Notice. Except as expressly provided to the contrary herein, any notice required or permitted under this Agreement will be deemed sufficiently given if in writing and personally deli
vered, transmitted by facsimile, or sent by certified mail (postage prepaid) to the party at the address set forth beneath its signature below or at such other address as the party may subsequently desig
nate.

{Optional Shorter Arbitration Clause}

21.	Binding Arbitration. Each party to this Agreement agrees that any dispute or controversy arising between any of the parties to this Agreement, or any person or entity in privity therewith, out of the transactions effected and relationships created pursuant to this Agreement and each other agreement created in connection herewith, including any dispute or controversy regarding the formation, terms, or construction of this Agreement, regardless of kind or character, must be resolved through binding arbitration. Each party to this Agreement agrees to submit such dispute or controversy to arbitration before the American Arbitration Association in ____________, ____________, and further agrees to be bound by the determination of any arbitrator or arbitration panel empaneled by the American Arbitration Association to adjudicate the dispute. Judgment on any arbitration award may be entered in any court of competent jurisdiction. Any party to this Agreement may bring an action, including a summary or expedited proceeding, to compel arbitration of any such dispute or controversy in a court of competent jurisdiction and, further, may seek provi
sional or ancillary remedies, including temporary or injunctive relief in connection with such dispute or controversy in a court of competent jurisdiction, provided that the dispute or controversy is ultimately resolved through binding arbitration conducted in accordance with the terms and conditions of this Section.

{Optional Detailed Arbitration Clause}

22.	Binding Arbitration. Party#1 and Party#2 agree that except as prohibited by applic
able law, any dispute or controversy arising between the parties to this Agreement, or any person or entity in privity therewith, out of the transactions effected and relationships created pursuant to this Agreement or any other agreement created in connection herewith, including any dispute or con
troversy involving the formation, terms, or construction of this Agreement, regardless of kind or character, will be resolved through binding arbitration conducted in [ ] County, [State]. With respect to the arbitration of any dispute or controversy, each party understands that:

A)	arbitration is final and binding on the parties;

B)	each party is waiving its right to seek certain remedies in court, including the right to a jury trial;

C)	discovery in arbitration is different and more limited than discovery in litigation;

D)	an arbitrator's award need not include factual findings or legal reasoning, and any party's right to appeal or to seek modification of a ruling by the arbitrator is strictly limited.

Each party to this Agreement will submit any dispute or controversy to arbitration before the Amer
ican Arbitration Association ("AAA") within five days after receiving a written request to do so from the other party. If any party fails to submit a dispute or controversy to arbitration as requested, then the requesting party may commence the arbitration proceeding. The Federal Arbitration Act will govern the proceeding and all issues raised by this agreement to arbitrate. Each party to this Agree
ment will be bound by the determination of any arbitrator or arbitration panel empaneled by the AAA to adjudicate the dispute. Judgment on any arbitration award may be entered in any court of compe
tent jurisdiction.

Any party to this Agreement may bring an action, including a summary or expedited pro
ceeding, to compel arbitration of any such dispute or controversy in a court of competent jurisdiction and, further, may seek provisional or ancillary remedies, including temporary or injunctive relief in connection with such dispute or controversy in a court of competent jurisdiction, provided that the dispute or controversy is ultimately resolved through binding arbitration conducted in accordance with the terms and conditions of this Section. If any party institutes legal proceedings in an effort to resist arbitration and is unsuccessful in doing so, the prevailing party is entitled to recover, from the losing party, its legal fees, expert witness costs, and other expenses incurred in connection with the defense of such proceedings.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

Party#1:

[name]

By _____________________

Its ________________

[Address line 1]

[Address line 2]

Facsimile: (___) ___-____

Party#2:

[name]

By _____________________

Its ________________

[Address line 1]

[Address line 2]

Facsimile: (___) ___-____