AAML  MODEL COHABITATION AGREEMENT TABLE  OF CONTENTS

1. INTRODUCTION

2. PURPOSE OF AGREEMENT.

3. DEFINITIONS

4. CONSIDERATION

5. DURATION OF AGREEMENT

6. FINANCIAL DISCLOSURES

7. PROPERTY TO REMAIN SEPARATE

8. TRANSFER OF PROPERTY

9. DEBTS, GIFTS  AND LOANS

10. LIVING EXPENSES

11. SUPPORT OF CHILDREN

12.  INSURANCE POLICIES AND LONG TERM CARE

13. POWER OF ATTORNEY INCLUDING HEALTH CARE,  HIPAA RELEASE

14. DISPOSITION OF PROPERTY UPON TERMINATION EVENT

15. OBLIGATION OF SUPPORT AFTER TERMINATION EVENT

16. OBLIGATIONS UPON  DEATH

17. CONFIDENTIALITY

18. MODIFICATION AND INTERPRETATION

2.7 Jones will move into Smith's  property; and

2.8 Jones would not make a financial contribution to the household expenses of Smith that he/she has agreed to make absent this Agreement; and

2.9 Smith would not agree to permit Jones to reside in his/her home absent such Agreement; and

2.10 Smith/Jones has         child (ren) from a previous relationship for whom he/she is financially responsible and Smith/Jones has no financial responsibility therefor; and

2.11 Each party has been fully informed ofthe advisability of being represented by separate, independent legal counsel regarding his /her rights, liabilities and obligations hereunder; and

2.12 Each party enters into this Agreement with full knowledge of the extent and approximate value of all the property and estate of the other, as well as the income, expenses, and debts of the other; and

2.13 Each party is in good physical, psychological and emotional health and enters into this

Agreement voluntarily and of his/her own free will; and

2.14 Each party represents to the other that he  /she believes this Agreement to be fair and equitable and that he  /she has entered into this contract voluntarily; and

2.15 Smith/Jones represents, however, that his/her financial, health and other conditions could change in the future and that this Agreement will nonetheless be binding and enforceable.

NOW, THEREFORE, for good and valuable consideration including the mutual agreements set forth herein, the sufficiency of which is acknowledged, the parties hereto do hereby mutually covenant and agree as follows:

The parties desire to establish and define:

2.16 Their relationship;

2.17 The duration of this Agreement, including how it will be terminated;

2.18 Financial management during the terms of the Agreement, including income, liabilities, and gifts;

2.19 Disposition of their property in the event of death;

2.20 Disposition of their property upon the termination of the Agreement at the end ofthe relationship;

2.21 Support;

2.22. Matters relating to children;

2.23 Attorneys fees;

(2.24 Other matters as selected by the parties.)

Comment

These clauses setting forth the purpose and scope of the Agreement must be chosen carefitlly after fitll consultation with the client. Clients should be cautioned that any change in their intentions regarding the Agreement must be made in accordance with the provisions on Modifications.

The attorney may also want to consider the addition of clause related to the age, education and current health of the parties, particularly if the attorney believes the status may have some relevance in establishing the relationship between them

3. DEFINITIONS

3.1 The parties wish to define their relationship as unmarried cohabitants.

3.2 The joint residency and cohabitation of the parties shall in no way render the parties married, by operation of common law or any other operation of law; nor shall it afford to either party any rights that would otherwise arise out of the establishment of a marriage, either by operation of common law or any other operation of law.  Neither party will make a claim inconsistent with this provision in any court or other forum.

3.3 The parties are not presently married to one another; nor do the parties have any present intention to marry one another now or at any time in the future, to enter into a common law marriage, or to enter into a marriage-like relationship. By the signing of this Agreement, the parties specifically and unambiguously restate their intention to not be married. The parties agree that while they cohabit they have not and will not represent themselves to third parties as

married.

3.4 The parties specifically and unambiguously represent their understanding that there does not now exist a common law or informal marriage between them nor do they intend to enter into a common law marriage with one another, at any time in the future, irrespective of the future development of any and all of the common law factors otherwise defined by statutory or case law.

3.5 The parties' rights and obligations with respect to each other are limited to those specifically provided in this Agreement.

3.6 Separate Property- For purposes of this Agreement, separate property shall be defined as:

(a) Individual earnings, salary,  wages, or other compensation acquired or paid before or after the execution of this Agreement and any assets purchased with such  earnings, salary, wages, or compensation;

(b) Individual gifts, bequests, devises or inheritances acquired or received before or after the execution of this Agreement;

(c) Gifts made from Smith to Jones or Jones to Smith from their separate property;

(d) All property, real or personal, owned by a party at the date of execution of this Agreement as set forth in Exhibits A and B, or acquired by a party after the date of execution of this Agreement; the increase in value to such property, whether or not such appreciation is due in whole or in part to the contributions or efforts of the other party to this Agreement; property acquired in exchange for such property, the proceeds of sale thereof and property acquired with such proceeds or with other separate property;

(e) Compensation for personal injuries, , any damages awarded which are not related to joint property, worker's   compensation awards, and disability insurance proceeds received by Smith or Jones including from policies that may be obtained in the future;

(f) Compensation for personal services; retirement or pension benefits or proceeds of insurance policies received from any sources; dividends, interest or other income derived from or other distributions from separate property; property designated as separate property in this Agreement; and all other income of all kinds and from all sources; any interest that either of

them may acquire in any kind of pension plan, 401 (k) plan, or any other form of deferred compensation;

3.7 Joint Property -If the parties purchase property (real or personal), which is titled in joint names either as tenants in common or as joint tenants with the right of survivorship, or as tenants by the entirety, such property shall be considered Joint Property, with each party having an equal interest in said property unless title is held in percentages different from 50-50. In order to constitute "Joint Property" there must be a mutually executed writing indicating a joint

ownership intent such as a deed, title, or papers to open a joint bank or brokerage account or other similar instrument.  All furniture, furnishings, appliances, paintings and decorations acquired by the parties during the term of this Agreement for use in any residence acquired (or leased) by the parties shall be deemed Joint Property regardless of the source of the funds used to purchase the property.

3.8        The parties recognize that, over the term of this Agreement, they will acquire many items of personal property for their everyday use.  Many of these items will neither have evidence of title nor record of acquisition by either party.  Pursuant to this paragraph, the parties agree that

such property shall be held as Joint Property.  The intention behind this paragraph is to simplify questions with respect to commonplace items (such as ordinary household furnishings), but this paragraph specifically does not encompass items having significant value, such as art, jewelry, antiques, or items of family history or heritage.  In addition, the parties do not intend for this paragraph to convert to Joint Property any property that may be clearly distinguishable as Separate Prope1iy of one pmiy or the other, such as would be the case if one party were to acquire and furnish a house with his or her own resources.  Because it is sometimes difficult to distinguish a commonplace item (such as a sofa or chair) from an object of art of more substantial value (perhaps an antique sofa or chair), the parties agree that an appropriate guideline (and it is only a guideline) for approaching the intent of this paragraph is to view those items that would be expensed or would be depreciable if used in a business context (such as kitchen equipment, most electronics, everyday furniture, etc.) as subject to the intent of this paragraph, whereas items which generally could not be expensed or depreciated in a business context (such as fine art and antiques) would not be so covered.

3.9 The parties may in the future purchase property, including, but not limited to a home for themselves.  If the parties do not specifically state their intent to own such property as Joint Property, as provided in Paragraph_ above, then such property and any contribution made towards the purchase or improvement of such property  from separately held funds of either party shall continue to retain its identity as Separate Property,

3.10 If a dispute arises concerning the "Separate" or "Joint" nature of an item of property, the disputed property shall be presumed to be Separate Property.

3.11 Termination Event- This Agreement will terminate in accordance with an event described in Paragraph  _.

Comment

It is highly recommended  that a definitional  section be included  in the Agreement.  Particular care should be taken to define a Termination Event, which is described in Section 5, because the Agreement  specifically  refers  to this  date as a triggering  event  throughout  the contract.  For married partners, state statutes or case law determine the characterization  of property.  While the provisions herein track characteristics generally associated with the descriptions of separate and "marital" property, it is important to remember that the characterization here is being determined solely by the parties to the Agreement who then will be bound by the terms

4. CONSIDERATION

4.1 Consideration for this Agreement consists solely of the mutual promises one to the other herein contained, the sufficiency of which is acknowledged by both parties.

4. 2 Consideration for this Agreement consists solely of the mutual promises herein contained and the mutual promises of each party to act as the living companion to the other.

4.3 The transfer by/to                               of the following described property:

4.4 The sum of                           dollars ($                  /  to be paid by                           to

                                on or before                              , 20        .

Comment

As with any other contract, consideration is required. While some jurisdictions may permit mutual promises, others may .require additional consideration.

5. DURATION OF AGREEMENT

5.1 This Agreement shall remain in effect until                     years from the date hereof, the marriage of a party, the birth of a child of this relationship, the disability of either party which results in the party becoming unable to maintain gainful employment, or the death of either party, whichever occurs first [strike any contingencies which the parties do not wish to include]

or upon written notice by either party or cessation of cohabitation ofthe joint residency by either party.  Upon the occurrence of the first of such events, this Agreement shall automatically terminate.  It is contemplated that the parties will negotiate a new Agreement at that time.  If no new Agreement is executed, the laws of the State of                                                                                                                    shall govern the rights and obligations of the parties, but as to the assets owned or acquired during the effective period ofthis Agreement, this Agreement shall control.

5.2 This Agreement shall become effective at the date of execution and shall remain in effect until termination. Termination shall be effected by written notice by either party,            days after cessation of the joint residency by .either party or death of either party.

5.3 This Agreement shall become effective at the date of execution and shall remain in effect until termination. Termination shall be effected by written notice by either party, cessation of the joint residency by either party or death of either party.

5.4 This Agreement shall become effective at the date of execution and shall remain in effect until the parties begin living separate and apart. "Separate and Apart" shall be defined as an

actual, open physical separation of the parties with at least one of the parties intending to totally cease cohabitation. "Date of Separation" shall be defined as the first day on which the parties "separate" as that term is defined above. "Living together" shall be defined as not living "separate" as defined above.

Comment

Unlike Agreements between spouses there is generally no triggering event such as a divorce for those who are ordering their affairs strictly by contract. For this reason, it is imperative that the triggering event for the enforcement of the contract is made clear. Throughout the document reference is made to a Termination Event which should be defined in this section 6. FINANCIAL DISCLOSURES

6.1 Exhibit A attached hereto and incorporated herein is a financial statement setting forth the income, expenses, assets and liabilities of Smith.  Exhibit B attached hereto and incorporated herein is a financial statement_setting forth the income, expenses, assets and liabilities of Jones. Exhibit C attached hereto and incorporated herein contains the last                                                                                          years of federal income

tax returns of Smith.  Exhibit D attached hereto and incorporated herein contains the last         

years of federal income tax returns of Jones.

6.2 Each party has reviewed with his/her respective attorney the other's  income, expenses_assets and liabilities as set forth on the financial  statements and tax returns attached as Exhibits A, B, C and D; and the parties agree that each party is satisfied that no additional financial documents or information was needed by either of them in order to evaluate the fairness of this Agreement and hereby waives:  further document production; the right to retain forensic experts to investigate or

value the assets and debts listed by each in Exhibits A  B, C and D; the right to claim, at a future date, that the net worth of the other party was overvalued or undervalued. Accordingly, neither party will claim that the other party (or his or her r spective  attorney) is at fault for not having obtained any other documents and information that either party may have considered necessary for his or her evaluation of this Agreement.  Each party acknowledges that he /she would have entered into this Agreement even if the financial condition of the other party was significantly

different.

6.3 Each party acknowledges that he/she had the right to consult accountants, tax advisers, or

forensic experts or other financial experts, but has declined to do so.

6.4 Each party voluntarily and expressly waives any right to disclosure of the income, expenses,

assets, and liabilities of the other party.

6.5 Each party acknowledges that the financial disclosure given by the other has been adequate, fair, and reasonable.

6.6  Nothing contained in this paragraph shall be read to be construed as giving either party rights to the assets of the other except as is consistent with this Agreement.

Comment

As a general rule, individuals entering into cohabitation Agreements,  as opposed to premarital or postmarital Agreements, do not have a duty to disclose financial information.  However, this may not be the case in all jurisdictions and may be changing in others. The far better practice is to provide for some disclosure or a specific waiver of disclosure (as is permitted under the Uniform Premarital Agreement Act, 2012).

7. PROPERTY TO REMAIN SEPARATE

7.1 The parties have no intention or expectation of entering into any partnership, joint venture, or other common economic enterprise with each other, or of pooling their assets or earnings in any manner unless specifically provided for herein. The parties have no intention or expectation of acquiring any property in joint tenancy, tenancy in common, tenancy by the entirety, partnership, or other form of co-tenancy or common ownership, or as community property; however, they are not prevented from doing so if they mutually do so in writing executed with the same formality

at this Agreement.

7.2 The parties intend by this Agreement to prohibit any unintentional creation of Joint Property or transmutation of Separate Property into Joint Property. All property that is not eo-owned property, including all earnings, income and other benefits derived from the personal efforts of either party during the relationship, is and shall remain Separate Property and shall not be Joint Property subject to division between the parties on the occurrence of a Termination Event.

7.3 In addition to the above, it is agreed and understood between the parties that all Separate Property whether acquired prior to, during, or after the execution of this Agreement, regardless of the source of the money or property to purchase, finance or acquire such property, together with any property into which Separate Property is hereafter converted, any income therefrom, or any increments, accretions or increases in value thereof, whether due to changes in economic conditions or due directly or indirectly to the services, skills or efforts of either of the parties, shall be deemed Separate Property, as shall all income or proceeds derived from the aforementioned properties.

7.4 The parties agree that they may occasionally use such expressions (orally or in writing) as "our house," "our bank account" or "our property," when referring to property that is, by the terms of this Agreement, Separate Property, and may use similar terms such as "our mortgage" when referring to an obligation of only one of the parties. The parties further agree that they may sometimes commingle property or may make statements or take actions which are or appear to

be inconsistent with the terms of this Agreement. Notwithstanding any of the above-described statements or actions, the parties agree that this Agreement may be modified, amended, supplemented or cancelled only as set forth in this Agreement and that any oral agreement (or oral statement) relating to income or property shall be void, even ifthere are (or purport to be) independent witnesses to such oral agreement or oral statement.

7.5 No service or material which Smith may provide with respect to any of Jones' property or income shall be deemed or construed to entitle Smith to any compensation or any right, title or interest in or to such property or income (whether or not such service or material preserves or improves such property or income), unless such service or material is provided pursuant to a written instrument signed by both parties, which written agreement sets forth the entitlements which Smith shall have with respect to such property. Specifically, each party waives the future right to claim, contend or assert that any such service or material was provided under any oral

-     agreement or under any other claim or right. For example, if Smith paints or makes other improvements to a house owned by Jones or gives Jones investment advice, Smith shall not be entitled to compensation therefor. Similarly, if Smith manages an apartment building or some other investment owned by Jones, Smith shall not be entitled to compensation for such services.

7.6  No service or material which Jones may provide with respect to any of Smith's  property or income shall be deemed or construed to entitle Jones to any compensation or any right, title or interest in or to such property or income (whether or not such service or material preserves or improves such property or income), unless such service or material is provided pursuant to a written instrument signed by both parties, which written agreement sets forth the entitlements which Jones shall have with respect to such property. Specifically, each party waives the future right to claim, contend or assert that any such service or material was provided under any oral agreement or under any other claim or right. For example, if Jones paints or makes other improvements to a house owned by Smith or gives Smith investment advice, Jones shall not be entitled to compensation therefor. Similarly, if Jones manages an apartment building or some other investment owned by Smith Jones shall not be entitled to compensation for such services.

7.7 Neither party has any obligation to use his/her separate property to enhance the value of joint property except as provided in this Agreement.

Comment

Particular attention should be paid to the increase in value of Separate Property due to the contribution of the non-owner.

8. TRANSFER OF PROPERTY

8.1 Except as otherwise provided herein, property or interests therein, now owned or hereafter acquired by the parties, which by the terms of this Agreement is classified as the Separate Property of one of them, can only become the Separate Property of the other or the parties' Joint

Property by written instrument executed with the same formality as this Agreement by the party whose Separate Property is thereby reclassified.

8.2 The parties each respectively agree that he or she will, at any time hereafter, on request, make, execute and deliver any and all deeds, releases, waivers and other instruments, papers or documents as the other party may reasonably required for the purpose of giving full effect to the covenants, provisions, promises and terms contained within this Agreement, including, but not limited to, any documents specifically provided for herein.

8.3 Each party shall, during his or her lifetime, keep and retain sole ownership, enjoyment, control and power of disposal of all property of every kind and nature whatsoever, now owned or hereafter acquired by such party in the party's  name alone and all increments thereto, free and clear of any interest, rights or claims of the other.  Each party irrevocably authorizes the other to act as his /her attorney in fact to join in the making, execution, acknowledgment, and delivery of any deed, conveyance, transfer or assignment of any property of such other party in order that the joinder, if necessary, may be made freely and without restraint.  Each party shall, upon request of the other, execute, acknowledge and deliver to the other any and all instruments necessary or appropriate to carry into effect the purpose and intent of this Agreement.

Comment

Attorneys should advise clients that gifts made between partners who are not married may be subject to different tax treatment than transfers between spouses.

9. DEBTS, GIFTS AND LOANS

9.1 Except as otherwise  provided  herein, Smith hereby agrees to save and hold Jones free and harmless  and indemnified against  all debts, obligations and liabilities previously incurred  by Smith prior to the execution of this Agreement  for necessaries and/or any other reason.  Except as otherwise  provided herein,  Jones hereby agrees to save and hold Smith free and harmless  and indemnified against all debts, obligations  and liabilities previously incurred  by Jones prior to the execution  of this Agreement for necessaries  and/or  any other reason.

9.2 Each party shall promptly  pay all debts and discharge  all financial  obligations which he or she may incur, in addition  to those assumed  by them in this Agreement, and shall indemnify, without payment  being made thereon, the other against any and all debts and other obligations which he or she has assumed  or may incur.

9.3 Unless otherwise  provided  for in this Agreement or agreed by the parties in writing, neither party shall  incur or cause to be incurred  any debts or liabilities  whatsoever for which the other party or his /her estate may be liable or upon the credit of the other party, without  first having obtained  the other party's advance  written consent,  and each party shall and will hold the other party free and harmless  from, indemnify  against ( including  the reimbursement for reasonable and necessary  attorney's fees),  all debts, liabilities and obligations of every kind and nature whatsoever which may heretofore have been incurred  or contracted, or which may hereafter  be incurred or contracted, by him/her.  Additionally, the parties shall cancel all joint credits cards or lines of credit within 48 hours of a Termination Event.

9.4 Neither  party shall incur any obligations· in the name of the other party without  the express written consent  of the other party.

9.5 All obligations set forth in Exhibit A and Exhibit B of this Agreement and any other obligations of the parties that relate to any property of each (whether now in existence or arising at some future time) shall be the separate obligations of that party and the other party shall not be liable for such obligations and the other party shall indemnify him/her from them.

9.6 Except as expressly provided to the contrary in this Agreement, unless both parties execute a contract in writing expressly so providing, neither party shall be required to pay, assume, or be liable for any debt or other obligation incurred by the other party, and the party incurring a debt or other obligation shall indemnify the other party from such debt or obligation and all reasonable expenses incurred in enforcing such indemnification. If a party reasonably pays or is required to pay a debt or other obligation of the other party, then the other party shall promptly (upon demand) reimburse the party who made such payment.

9.7 Nothing in this Agreement shall preclude either party from making gifts, devises, or bequests to the other pmiy or to a child or children of the other party, and the waivers herein contained shall not apply to any such gifts, devises, or bequests;  provided, however,  any testamentary devise or bequest made to the other party in a Will executed prior to a Termination Event shall

be deemed revoked or renounced upon the occurrence of a Termination Event.

9.8 By entering into this Agreement, the parties do not intend to prohibit or limit either party from making or receiving gifts or other transfers to or from the other (or from the estate of the other).       Accordingly, notwithstanding the provisions of this Agreement, either party may (a)

transfer  or convey to the other party any property or interest  in property  during his or her lifetime,  or (b) make provisions for the other in his I her will and any codicil thereto.

9.9 The parties further  agree that no loan of cash or money shall be enforceable between  them unless a written instrument  is executed  by the borrowing party and delivered  to the lending  party, which instrument  must specify  the dollar amount of the loan and expressly recite that such amount represents  a loan. For purposes  of the preceding sentence,  an instrument will be deemed sufficient  if it is in the following form:  "I owe you                                                                                                       Dollars" or any other form that clearly indicates  the existence  of a loan, and such instrument is signed and dated by the

borrowing  party.

Comment

Attorneys should be aware that some state laws require specific details as to re-payment terms in order for a loan to be enforceable.

10. LIVING EXPENSES

10.1 It is understood that Smith owns a home located  at                                 and that the parties will be residing  in said premises.   Smith will pay all of the shelter expenses  associated  with

                              for as long as the parties reside together.   Smith's obligation to contribute to the shelter expenses, including  the principal  or interest  on any mortgage, the taxes, condominium or homeowner's association fees, utilities,  repairs, maintenance or improvements, fixtures  or equipment  shall in no way obligate  Smith to contribute  toward Jones' shelter  expenses  in the future in the event that the parties no longer reside together.

10.2 It is understood that Smith owns a condominium located at --------and that

the parties will be residing  in said premises.  Jones shall reimburse   Smith for one-half of the condominium fees and utility fees incurred  at                                                                   . Jones'agreement to contribute to these expenses  shall in no way obligate  him/her to contribute towards Smith's shelter expenses  in the future in the event that the parties no longer reside together.

10.3 Smith's name shall remain on the title and/or condominium shares certificate for this property exclusively, and Jones shall remain  Smith's guest at these premises. Accordingly, Jones shall vacate  the premises  within                                                              days of Smith's written request, which vacation  shall constitute a cessation  of joint residency  so as to constitute a Termination Event.

10.4 Smith will pay all of the shelter expenses  associated  with                                             _ for as long as the parties reside together.  The parties specifically agree that Smith's obligation to contribute to the shelter expenses  shall in no way obligate  him/her to contribute toward Jones' shelter expenses  in the future in the event that the parties  no longer reside together.

10.5 It is understood that Smith rents property  located  at                                    and that the parties will be residing  in said premises.   Smith's name shall remain exclusively on the lease for this property  and Jones shall remain  Smith's guest at these premises.  Accordingly, Jones shall vacate the premises  within     days of Smith's written request,  which vacation  shall constitute a cessation  of joint residency  so as to constitute a Termination Event.

10.6 If the parties occupy a residence that is owned by one party, then the other party shall be obligated  to pay to the party owning  such residence,  on a monthly  basis, an amount equal to the lesser of (1) one-half  [1/2] of the fair market  rental value of the residence  or (2) one-half  [1/2] of

the actual costs of maintaining such residence (which costs shall, for this purpose, include only mortgage interest payments, property taxes and similar taxes and homeowners insurance premiums). For example, if the parties occupied a condominium owned by Smith, the fair market rental value of such condominium was Two Thousand Dollars ($2,000) per month and the actual costs of maintaining the condominium as defined above were Two Thousand One Hundred Dollars ($2,100) per month, then Jones would be obligated to pay to Smith, on a monthly basis, the sum of One Thousand Dollars ($1,000).

10.7 If the parties occupy a residence that is leased by one or both of them, then they shall be obligated to pay the rent in equal shares. For example, if the parties occupied a house leased by Jones, and the rent payable was One Thousand Dollars ($1,000) per month, then Jones and Smith would each be obligated to pay Five Hundred Dollars ($500) of said rent.

10.8 "Housing Expenses" shall be construed nanowly.  In the case of a residence owned by a party, such term shall include only the use of the residence (and not, for example, telephone service, utilities that would normally be payable by a tenant, or similar items).

10.9 Neither party shall acquire any equity interest in a residence owned by the other party by virtue of the payments of the actual or other costs of maintaining the residence.

10.10                              hereby agrees to pay the reasonable joint living expenses of the parties:

The term "joint living expenses" as used in this Section shall include the support, child care or schooling of any minor children who are the children of Jones and Smith; food; household supplies; utilities and telephone; medical and dental expenses, medical, life, accident, property,

and automobile insurance; gasoline, oil and automobile supplies and repairs, automobile purchase and lease payments; entertainment: joint vacations; and joint gifts.

10.11 The parties contemplate living in the residence owned by         which is designated as

            's Separate Property, located at                                                                             shall be solely responsible for payment of all mortgage payments, taxes and insurance attributable to such

residence.                     shall not acquire any interest in such residence by reason of

                      's contribution of earnings or separate property and the payment of household expenses. Such contributions by                                                for household expenses of this type shall not

change the character of the residence as-----Separate Property.

10.12 Any major improvements to the residence may be made by either party.  Unless otherwise specifically agreed in writing, any improvements, regardless ofthe source  of funds, shall be treated as           ' s sole and Separate Property, and    shall not be entitled to any contribution or reimbursement therefrom.

10.13 Should                    predecease---                                 shall be allowed to live in such residence for as long as their children are minors, during which time                      shall be responsible for payment of utilities and routine maintenance.  The mortgage payment, taxes and

insurance will be made by                    's estate and/or the corporation that owns the home.

                        will make the necessary arrangements with the titled owners of the property who shall be legally obligated to allow                       to live in said residence for the period and upon the terms herein specified.

10.14 The parties agree to contribute  to the payment of all common household expenses such as mortgage payments, prope1iy taxes on residences, propetiy owners' insurance, maintenance expenses on residences, food, joint travel expenses, and all other reasonable                                                           and necessary expenses for the joint maintenance of the parties. (The patiies agree that "all other reasonable

and necessary expenses" shall include clothing, medical expenses, entertainment and automobile expenses.)

10.15 Ordinary and necessary living expenses ofthe patiies, and any acquisition of Joint

Property shall be handled as the parties may agree from time to time in writing.

10.16 Jones shall continue to be exclusively responsible for all of Jones' personal expenses. Any contribution that Smith makes toward Jones' personal expenses shall be considered gratuitous, and shall not set a precedent toward any further obligation of Smith, whether by way of common law marriage, contract, or any equitable principles, including, but not limited to, implied Agreement, express Agreement, palimony, quantum meruit (reasonable value of services) or constructive or resulting trust.

10.17 Smith hereby agrees to pay to Jones the sum of                 per month until either party gives notice of a Termination Event. The parties shall establish a joint checking account from which the joint bills shall be paid.  Each party shall contribute their share of the joint bills, which for Jones is            %and Smith      %  to the joint checking account each month.

10.18  During the contemplated cohabitation, Smith and Jones initially intend to reside in a home in the                                       area that is owned by Smith/Jones, and that home shall be considered Smith/Jones Separate Property.  Smith and Jones shall acquire any replacement, successor, or

additional residences either as Separate Property in his/her individual name or jointly in accordance with the procedures set forth in this Agreement.

10.19     During  the  contemplated  cohabitation,  the  parties  intend  to  create  a  joint  checking account to be funded as agreed upon from time to time.. The use of the funds deposited in said account is intended to be for the following purposes:  the payment of utilities associated with the parties'  primary  residence;  groceries;  joint  meals;  automobile  insurance  premiums;  and  the repair, maintenance  and upkeep on the parties'  primary residence not in excess of$        ; and for any other primary-residence  related mutual purpose the parties expressly agree to in writing. The parties do not intend  to use funds in the joint  checking  account  to service  either party's separate debt, credit card payments, or to maintain or improve any Separate Property other than as specifically agreed upon with respect to any residence described in Section              .  Should the parties separate, the joint checking account shall be divided equally and shall thereafter be closed.

10.20 Smith and Jones intend the provisions  of this Agreement  as a statement  of their present intent and a framework for their financial relationship during their cohabitation.     Any failure by either of them to comply with the provisions of this Agreement set forth in Paragraphs          will not entitle the other to any legal or equitable remedy, including  an action for money damages. Nor  will  any  such  failure  affect  in  any  way  their  rights  and  obligations  under  any  other provisions of this Cohabitation Agreement, or the enforceability of this Agreement.

Comment

Again, many choices are provided given the myriad ways in which parties may wish to order their day-to day financial affairs. Particular consideration should be given to a provision that deals  with a failure  to pay  as not constituting  a material breach  so as to invalidate  other provisions of the contract.

11. SUPPORT OF CHILDREN

11.1 It is agreed and understood between the parties that they shall each be responsible for whatever expenses they may incur for whatever children they may have from previous relationships and that they shall not seek any contribution from the other patiy for the support and maintenance of their respective children.

11.2 The parties shall be financially responsible for their own children from their past relationships. They agree to use only their separate property to meet these obligations.

11.3 Jones acknowledges that Smith has the continuing obligation to support his/her minor children from a prior relationship and that Smith will be expected to use a portion of Smith's income from monies earned during the term of the relationship to continue to support his/her children. Similarly, Smith acknowledges that Jones has the continuing obligation to support Jones' child from a prior relationship and that Jones will be expected to use a portion of Jones' income from the monies earned during the parties' relationship to continue to support Jones' child.  To the extent that the parties are required to support their children, their ability to contribute to their joint expenses and their own lifestyle may be affected.  Thus, Smith shall

contribute$---------- per month and Jones shall contribute$------------ per month to

such expenses.

11.4 Jones acknowledges that Smith has the continuing obligation to support his/her minor children from a prior relationship and that Smith will be expected to use a portion of Smith's income from monies earned during the te1m of the relationship to continue to support his/her children. Similarly, Smith acknowledges that Jones has the continuing obligation to support Jones' child from a prior relationship and that Jones will be expected to use a portion of Jones' income from the monies earned during the parties' relationship to continue to support Jones' child.  To the extent that the parties are required to support their children, their ability to contribute to their joint expenses and their own lifestyle may be affected. Therefore Jones shall pay the following expenses:[list here] and Smith shall pay the following expenses [list here].

11.5 Jones acknowledges that Smith has the continuing obligation to support his minor children from a prior relationship and that Smith will be expected to use a portion of Smith's income from monies earned during the term of the relationship to continue to support his children. Similarly, Smith acknowledges that Jones has the continuing obligation to support Jones' child from a prior relationship and that Jones will be expected to use a portion of Jones' income from the monies earned during the parties' relationship to continue to support Jones' child. The presence of children from other relationships will in no way impact the contribution of each to the maintenance of the joint residence or the expenses thereof.

11.6 The parties recognize that Smith's children will live with them on a full-time continuous basis. The parties further recognize that Jones' children shall reside with them from time to time. Each party acknowledges and agrees that the other party has no obligation to support the other's children and no such claim will be made.

11.7 It is agreed and understood between the parties that Jones's child shall live with them.  It is further understood between the parties that the non-pmiy person legally responsible for supporting the child is significantly in arrears in his/her support obligations and there is a distinct probability in the future that support from such non-party person legally responsible for the child will not be forthcoming. Smith recognizes these circumstances and it is Smith's intention to

assist Jones in the support of the child. Under no circumstances, however, shall any assistance provided by Smith or support paid by Smith be inferred to confer upon Smith a status of in loco parentis regarding Jones' child.  The parties agree that notwithstanding any monetary contribution made by Smith to the support of Jones' child, under no circumstances is Smith viewed to have assumed a binding obligation for the support of this child at any time in the future. Jones agrees that any support being provided by Smith for Jones' child is a voluntary act and that Smith has not discouraged Jones in any way from pursuing receipt of support from the non-party person legally obligated to support the child. Jones agrees that Jones shall never seek to compel Smith to be legally responsible for the support of Jones' child, notwithstanding any level of generosity Smith may have previously engaged in toward the support of Jones' child.

11. 8 Jones has children not of this union who are Jones' presumptive heir(s) at-law.

12. INSURANCE POLICIES AND LONG TERM CARE

12.1 It is agreed and understood between the parties that during the period this Agreement is in effect they shall continue to maintain whatever separate policies of health insurance they have at their sole and individual cost without contribution from the other party. This provision shall not be construed as to preclude either of the parties from voluntarily contributing to the costs ofthe other party's  health insurance, if desired and mutually agreed upon.

12.2 Neither party shall be responsible for the costs associated with any nursing home or long­ term health care of the other, nor shall the joint assets of the parties or the separate assets of the other party be liable for such costs.

12.3 Each party shall maintain an appropriate level of insurance on their property, automobile and business interests, including an umbrella policy.  Each party will indemnify and hold the other harmless with respect to any claim made under any insurance policy, it being the expectation that neither Smith nor Jones shall incur any personal liability with respect to any claims made against the other.  Each pmiy shall be entitled to annual confirmation by the other that such insurance is in place.

13. POWER OF ATTORNEY INCLUDING HEALTH CARE, HIPAA RELEASE

13.1 The parties recognize that one of them may become ill and have significant medical expenses. It is agreed and understood between the parties that each shall have whatever authority is necessary, including, but not limited to a Power of Attorney, to have access to the other's

assets to pay for that party's  medical expenses and maintain the lifestyle of the parties. Each agrees that he/she shall execute whatever documents are necessary to see that the intention of the parties in this regard may be carried out, including a Health Insurance Portability and Accountability Act (HIPAA) release form to allow each one's health care providers to discuss medical information with the other

13.2 Each party will also execute a Durable Power of Attorney for Health Care appointing the other as the agent.

14. DISPOSITION OF PROPERTY UPON TERMINATION EVENT

14.1 In the event of a Termination Event,  Joint Property shall be treated as follows:

(a)  Any real prope1iy owned in the joint names of the parties shall be sold and the net proceeds  shall be divided  in accordance with their respective  ownership  interests  after returning to each party any Separate  Property  which was put into the property.

(b)  Cash bank accounts  shall be divided  in accordance with their respective ownership interests.

(c)  Any investment or brokerage  accounts  shall be divided in accordance with their respective ownership interests  and so as to provide each party with their proportional share of the cost basis of the assets in said account.

14.2 To the extent that separate  funds from either party are utilized,  the asset that has been acquired  shall be deemed  by the parties to be Joint Property  and divided in accordance with paragraph 14.1

14.3 To the extent that separate  funds from either party are utilized,  the asset that has been acquired  shall be deemed  by the parties to be both Separate  and Joint Prope1iy and shall be divided  as follows:

Each party will retain a portion of the property in relation  to his/her contribution. By way of illustration, if the parties purchase  a home for $200,000 (paid in full) and Jones contributes

$50,000  of Separate  Property  towards  the purchase  ofthe home, it is agreed and understood that

Jones would receive  V4 ofthe equity of the home.

14.4 To the extent that separate funds from either party are utilized, the asset that has been acquired shall be deemed by the parties to be both Separate and Joint Property and shall be divided as follows:

Each party shall first receive back his/her initial contribution. By way of illustration, if the parties purchase a home for $200,000 and Jones contributes $50,000 of separate property

towards the purchase of the home, it is agreed and understood that in the illustration above, Jones would receive back Jones' $50,000 initial contribution and any equity remaining in the property would be considered Joint Property.

14.5 The parties shall keep all their property separate. Such Separate Property shall not be subject to division at the termination of this Agreement.

14.6 For purposes of enforcing this Agreement, there shall be a presumption that all property owned by each party is separately owned unless specifically designated in this Agreement as Joint Property.

Comment

This section, along with the following section, often reflects the primary purpose of these Agreements, which is to order affairs upon termination of the relationship. Great care should be taken to ensure that the document accurately reflects the intentions of the parties and is drafted in a very specific fashion so as to avoid any ambiguities that could result in a future dispute.

15. OBLIGATION OF SUPPORT AFTER TERMINATION EVENT

15.1 Each party hereby waives any right to assert in any action for temporary or permanent support that the other party requested that he or she discontinue, curtail or modify his or her career in any manner or that he or she made any career decision based on the other party's wishes, unless one party gives the other party a signed written instrument expressly referring to

this Agreement and expressly requesting that the other party make a particular career decision, in which event the other party may introduce such instrument as evidence in an action for support. Neither party shall have any obligation to assist the other party in any manner with respect to the career of the other party. If a party decides to discontinue, curtail or modify his or her present career or any past, future or contemplated career, the parties agree that such party shall have no right to assert any claim or cause of action against the other party for leaving his I her present career or for not having pursued any aspect of his I her present career, or any other (past, future

or contemplated) career whatsoever.

15.2 Upon a Termination Event occurring, Smith agrees to pay or cause to be paid to Jones at Jones's sole election, subject to the terms and conditions set forth below, an amount equal to the "Continued Suppmi," as defined below.

15.3 Unless Jones elects to receive a lump sum payment, as provided below, the Continued

Support shall be paid as follows:

(1) Ifthe Years of Cohabitation (as defined below) is less than six (6), then the Continued Support shall be paid over a five (5) year period in sixty (60) equal monthly installments, or

(2) If the Years of Cohabitation (as defined below) is six (6) or more, then the Continued Support  shall be paid over a ten (10) year period in one hundred twenty (120) equal monthly  installments.

The amount  of each such installment shall be determined by reference  to the schedule  set forth below. The payments  of Continued Support  shall commence on the earlier of the   first day of the first month following  an election  by Jones or such other date as may be mutually  agreed to by both parties (the "Commencement Date").

15.4 Based on the Years of Cohabitation, the monthly  installments due from Smith to Jones as

Continued  Support  shall be determined  by reference  to the following table:

7

8

TIARS OF COHABITATION

$8,000

$9,000

$}\ fVNT OF MONTHLY SUPPORT

§ ,u§§o

M?s§§O

§6;u§§O

§6$§§0

§t §§O

§tf5§§0

16 or more                                        $17,500

15.5 Notwithstanding the foregoing, if Smith can establish in any action brought by either party (at any time) relating to Continued Support that the monthly installments of Continued Support otherwise payable as provided above exceed, on an annual basis, twenty percent (20%) of Smith's "Taxable Income" for the previous calendar year, then in computing the payments due for the subsequent calendar year, Smith shall be entitled to a credit equal to fifty percent (50%) of the difference between Smith's "Taxable Income" for such previous calendar year and the payments of Continued Support made by Smith during such year. For purposes ofthis Subsection, the term "Taxable Income" shall mean the item currently reflected on the most current IRS Form 1040, as adjusted in future years by reason of any changes in said Form 1040

and for changes in the Internal Revenue Code in such a manner as to include essentially the same items as would currently be included.

15.6 As provided below, the monthly payments of Continued Support shall terminate upon the occurrence of certain events. Upon the occurrence of any such event, the amount of the Continued Support shall be prorated with respect to the month in which such event occurs.

15.7 Notwithstanding the foregoing, Jones shall have the right to elect to receive a single lump sum payment in total satisfaction of (and in lieu of) the monthly installments of Continued Support provided above. Such alternative lump sum payment shall be computed by multiplying the total amount of monthly installments of Continued Support that Jones could otherwise receive by fifty percent (50%). For example, ifthe number of Years of Cohabitation were nine (9) and assuming that Subsection above is not applicable, then instead of receiving the sum of Ten Thousand Dollars ($10,000) per month for one hundred twenty (120) months for a total of

One Million Two Hundred Thousand Dollars ($1,200,000), Jones could instead elect to receive a lump sum payment of Six Hundred Thousand Dollars ($600,000) in full satisfaction of all of Smith's obligations to pay Continued Support. Such lump sum payment shall be due within sixty (60) days after  delivers a written election to Smith to receive such amount. Notwithstanding the provisions of this Agreement, if Jones elects to receive a lump sum in lieu of the monthly installments of Continued Support, then Jones shall not be obligated to refund any amount of

such lump sum to Smith for any reason.

15.8 Jones shall make the election to receive the payments of Continued Support or the alternative lump sum payment provided for in this Agreement within ninety (90) days after the Terminating Event.   Except as expressly provided herein, Jones shall be under no obligation or restriction of any kind with respect to deciding whether or not to make either such election. In particular, the parties agree that unless Smith otherwise directs in writing, no copy of this Agreement shall be offered in evidence in any proceeding in which the issues of support is raised. The parties further agree not to present any oral testimony or other evidence relating to the provisions of this Section, other than testimony relating to the fact that the parties have agreed hereby not to disclose the provisions of this Section in any such proceeding because of the potential prejudice and unfairness to Smith.

15.9 The payments of Support shall not be modifiable or revocable by either ofthe parties or by any court for any reason or purpose, except as otherwise expressly provided herein.

15.10 Smith's obligation to pay Continued Support shall permanently terminate upon the first to occur of any of the following events:

Jones marries, or Jones cohabits with another romantic partner. For purposes of this Agreement, Jones will be deemed to be cohabiting with another romantic partner under any of the following circumstances: (i) such partner and Jones share a residence belonging to one or both of them for more than ten consecutive nights during any calendar month, (ii) Jones represents to any person that      is a romantic partner, or (iii) Jones engages in a romantic relationship with a pminer and receives more than Twenty-Five Thousand ($25,000) of gratuitous transfers (for support or otherwise) from such partner during any period of six (6) calendar months or (iv) Jones engages in a romantic relationship with a partner and gives that partner more than Twenty­ Five Thousand ($25,000) of gratuitous transfers (for support or otherwise) during any period of six (6) calendar months.

Comment

No jurisdiction currently provides for any legislatively mandated duty of support for non­ married partners. It is therefore critical that a party willing to provide support after the termination of the relationship understands the scope ofthis duty. Furthermore, consideration must be given to the tax consequences of any intended transfers. Under the existing tax code they will not be treated as alimony and may have significant ta:'(  implications.

16. OBLIGATIONS  UPON DEATH

16.1 In the event the parties are cohabiting at                     's death and no Termination Event has occurred,                                  shall bequeath, devise or otherwise provide for            the following:

                  agrees to bequeath to           or name                       as beneficiary of an amount that

will equal at least the following, provided that                            's estate contains adequate assets

to fund this bequest:

Years Living Together

0-1 years

1-2 years

2-5 years

5-10 years

10+ years

By way of illustration and not of limitation,          may fund this bequest in any of the following

manners: (a) an outright bequest under              'swill or trust, (b) an income interest under

                  's will or trust, (c) an income interest coupled with a general or special power of

appointment, (d) by naming         as beneficiary of a retirement account, or (e) by naming          

as beneficiary of a life insurance policy.            may, in his/her absolute discretion, satisfy this

provision by establishing an inter-vivos or testamentary trust for        in which the actuarial value of his/her income interest in the trust calculated pursuant to the applicable state statute, as hereafter enacted or amended, will approximately equal at least the value of an outright bequest in the amounts outlined above.  If a bequest is made in          's will or in a trust established by                             , the bequest may be funded in the discretion of                                                                                                                 's executor or trustee, as the case may be, with cash or other liquid investments.

                  may also satisfy the provisions of this section during his/her lifetime by paying directly to      the amount contemplated above.

16.2 Provided further that                  agrees that he/she shall acquire and, prior to a Termination

Event, shall at all times during the cohabitation maintain a life insurance policy (which may be a term, whole life, universal or substantially similar type policy, or a combination of such policies)

insuring his/her life with a death benefit of no less than            

and shall designate               as

the primary beneficiary of such policy.    Upon written request,          shall provide proof to

          of the existence of such policy and its maintenance.  In the event of          's death prior to

a Termination Event, if                 has failed to maintain such a policy,           , if he/she survives

                  , shall have a claim as a creditor against              's estate to the extent that life

insurance proceeds in the amount of                  are not received by him I her in fulfillment of

the terms of this paragraph_. Upon a Termination Event, ----shall transfer to

all

of his/her right, title, and interest in such policy, and           shall be solely responsible for the maintenance of such policy if                                        wishes to maintain the policy for the remaining term of the policy, if any, rather than terminating the policy or having the policy lapse.

16.3                       agrees to provide in his/her will that unless a Termination Event ( other than death) has occurred                 shall have the right to continue residing in their primary

residence (including the use of all household furnishings) for a period of up to twenty-four

months after the death of ---

, if ------- still has an interest in such residence at his/her

death.

16.4 In the event                  and                   are cohabiting at                      's death and no prior Tennination  Event has occurred,              shall bequeath, devise and provide for            by his/her will or by life insurance proceeds at his/her death at least the following:

a. The sum of -----in cash.

b. A devise of the then primary residence of the parties free of any and all debts and obligations encumbering such residence or the title to it.  In the event the title to the primary residence of the parties is encumbered at     's death,                                               shall provide in his/her will that the encumbrance (including the payment of all mortgage obligations) be removed so that                       _ shall own the home free and clear of any and all encumbrances.

c. A bequest of all of the items acquired by ---or used in his/her primary residence,

including furniture, silver, china and other household items, and a bequest of all automobiles

owned by him/her at his/her death.

Thus, it is ----

's intent that the first------- net of taxes of -----

's estate and

the conveyance of an unencumbered fee simple title to the primary residence of the parties shall be used to satisfy the provisions of this subparagraph.                                    shall not knowingly or intentionally deplete his/her estate so as to defeat the obligations assumed by him/her in this subparagraph so long as             and                                                               are cohabiting.

16.5                shall be under no obligation or requirement whatsoever to make any provisions in his/her will for or with respect to                                           _

16.6 Any life insurance on his/her life which he/she purchases and maintains at her/his expense shall not be credited toward the obligation of his/her estate but shall be in addition to and separate from his/her obligation.

16.7 In the event that ----predeceases -----while ----and ----are

cohabiting, and no prior Termination Event has occurred and in the ftniher event that the child of

                 is less than         years of age at the time of                's death, then                  shall

establish immediately after              's death a tmst with                                                  as trustee

----                                           ------------

with said trust to be funded with the sum of                  in cash or its equivalent value to provide for the general support, maintenance, and education of                        . To the extent that the income from the trust created herein is insufficient to pay for the general support, maintenance, and educational costs of          , then the trustee shall be directed to invade the corpus ofthe trust to provide for           general support, maintenance, and education.  The tmst shall also

provide that at such time as                reaches           years of age, the trust shall terminate and the

then principal and accumulated income shall be distributed to ----but that if ---- shall die prior to reaching _years of age, without issue, the then principal and accumulated income of the trust shall pass to any beneficiary or beneficiaries as                                                                              may designate.

16.8                    and                direct that, if cohabiting at the time of the other's death and no prior Termination Event having occurred, the survivor shall have sole and unfettered authority to make all funeral arrangement including incurring funeral and burial expenses, all other costs incident to disposition of the other's  remains, cost of a suitable monument for the other's grave (even though such cost may exceed the amount allowable by law without court approval), and

the cost shall be paid out of the principal of the residuary estate.

47

Comment

Many caveats are in order concerning the drafting of transfers at death. These provisions raise a range of issues from ensuring there is an insurable interest under a life insurance policy to the consequences of debt forgiveness in a will. The rules governing these provisions are well known to attorneys as they apply to married individuals but these rules simply to do not apply to clients entering into these Agreements. Because of the very significant implications of these provisions it is highly recommended that a trusts and estates and tax expert be consulted regarding them.

17. CONFIDENTIALITY

17.1 The terms and provisions of this Agreement and the documents and information exchanged by the parties and their attorneys in connection with the negotiation of this Agreement shall remain private and confidential.

17.2 Neither party shall disclose any confidential communication between them during the period this Agreement is in effect, any financial information relating to the other party or any provision of this Agreement to anyone except their respective attorneys, accountants, financial and business advisors, or anyone else whose professional advice or assistance is necessary for the party to satisfy properly the terms and conditions of this Agreement.

17.3 Without obtaining the other party's written consent in advance, upon the Termination Event neither party shall directly or indirectly publish, or cause to be published, any diary, memoir, letter, story, photograph, interview, article, essay, account, or description or depiction of any

kind whatsoever, whether fictionalized or not, concerning the parties' cohabitation or any other aspect of their respective personal, business or financial affairs, or assist or provide information to others in connection with the publication or dissemination of any such material or excerpts thereof. As used in the preceding sentence, the terms "publish" and "publication" shall be deemed to include the presentation or reproduction of written, verbal or visual material in any communication medium, including, without limitation, books, magazines, newspapers, records, tapes (audio and video), disks (audio, video and computer), emails, intemet postings, movies, television, or radio, in any language and in any jurisdiction.

17.4 Any violation of the terms of this Article shall constitute a material breach of the Agreement. In the event that such breach occurs, either party's obligations pursuant to this Agreement or as may otherwise be provided by law, to make payments or provisions to or for the benefit of the other, shall thereupon terminate. In addition, in the event of any such breach the breaching party hereby consents to the granting of a temporary or permanent injunction against him/her (or against any agent acting on his/her behalf) by an court of competent jurisdiction prohibiting him /her (or  his I her agent) from violating the terms of this Agreement. In any proceeding for any injunction and upon any motion for a temporary or permanent injunction, the breaching party agrees that his I her ability to answer in damages shall not be a bar or interposed as a defense to the granting of such temporary or permanent injunction. Each party further agrees that neither of them will have an adequate remedy at law in the event of any breach by the other

and that the non-breaching party will suffer irreparable damages  and injury in the event of any such breach. In the event of any breach of the terms of this Agreement,  the breaching  party shall pay liquidated  damages  to the non-breaching party in the amount of                                                 dollars($        )which shall be in addition  to any other damages  incurred  by the non-breaching party.

17.5 Much of the information contained  in the exhibits  to this Agreement  is confidential. Both parties agree not to disclose  any information contained  in the exhibits  relating to the other party without the other party's written consent except as necessary  to enforce the provisions  contained herein, or as necessary  to obtain financial  or legal advice or assistance.  Each pmiy agrees to delete the exhibits  if this Agreement is ever made a public record, other than in a judicial proceeding.  Additionally, each party agrees that should  the exhibits  or information  contained herein be relevant to a judicial proceeding, the parties will agree to seek a protective  order

protecting the confidentiality of such information and providing  for its filing with the court under seal.

17.6 Jones and Smith acknowledge that simultaneous with the signing of this Agreement they signed the attached  Confidentiality and Non-Disclosure Agreement, the terms and conditions of which are incorporated herein by reference,  and acknowledge that both parties are to be bound by the terms thereof  and are subject to sanctions  for breach of the terms and conditions of the Confidentiality and Non-Disclosure Agreement.

18. MODIFICATION  AND INTERPRETATION

18.1 The parties,  by way of this Agreement, set forth their understanding that the terms of this

Agreement, including, but not limited  to, their present  intention  to not enter into a marriage  with

one another, either by common law or otherwise, may only be modified in writing, signed by both pmiies, before a notary public of the state in which such signing shall occur. In addition, if one party files an unlawful detainer action against the other, then the prevailing party in such action shall be entitled to attorneys' fees and costs.

18.2.  No modification, rescission, or amendment to this Agreement shall be effective unless in writing signed by the parties hereto with the same formality as this Agreement. Any failure by either party to specifically perform or to enforce performance exactly according to the letter of this Agreement shall not constitute an alteration of the same by way of enlargement, waiver, reduction, estoppel, or otherwise, unless confirmed in a writing executed by the parties with the same formality as this Agreement. Any waiver by either party of any provision of this

Agreement or any right hereunder shall not be deemed a continuing waiver and shall not prevent or stop such party from thereafter enforcing such right, and the failure of either pmiy to insist upon the strict performance of any provision of this Agreement by the other party shall not be construed as a waiver or relinquishment for the future enforcement of such provision, and the same shall continue in full force and effect.

18.3 This Agreement may not be changed or terminated verbally or orally. No waiver of any provision of this Agreement shall be valid unless in writing and signed by both parties. No waiver of a breach or default under any provision of this Agreement shall be deemed a waiver of such provision or of any subsequent breach or default of any kind. No delay or omission to exercise any right or power accruing upon any breach or default shall impair such right or power or be construed to be a waiver of any such breach or default or acquiescence therein.

18.4 The fact that           's attorney  prepared  the initial draft of this Agreement shall have no bearing whatsoever on either pmiy's decision  to execute the Agreement. Each party is satisfied that he/she has freely negotiated  the contents  hereof free from any improper  persuasion  or influence  of the other or any third party. Both parties acknowledge and represent  that their respective  attorneys  were selected freely, voluntarily, of their own free will, and free from any improper  persuasion  or influence  of the other pmiy or any third party.

18.5 The fact that the draft of this Agreement was prepared  by counsel  for one of the parties shall create no presumptions and specifically shall not cause any ambiguities to be construed  against thatpmiy. The parties shall be considered the joint drafters of this Agreement.

18.6   Both parties (and their respective  counsel)  will be treated as having drafted this Agreement cooperatively; therefore, neither party will have any ambiguity  construed  against him or her, and neither  party will be entitled  to claim the benefit of any ambiguity resulting  from the drafting  of this Agreement.

8.17  Except  as otherwise  expressly  provided  below, the parties may amend or revoke this Agreement by written instrument  without  notice to or the consent  of any other person, and no other person shall have an interest that the parties cannot modify  by such a subsequent agreement.  Despite  the preceding  sentence,  the parties agree that they shall not under any

circumstances amend  or revoke, or have the right or power to amend or revoke, the provisions  of Paragraph                           ("Confidentiality Provisions") below, and the provisions  of that Paragraph  may be enforced,  at law or in equity, by either of the parties or any member  of their respective

families whose privacy is intended to be protected thereby, and who, to the extent of ensuring their rights to privacy, are and shall be treated as third party beneficiaries of this Agreement.

Comment

Attorneys should be cognizant of the fact that a modification may require additional legal consideration.

19. GOVERNING LAW

19.1 This Agreement and all of the rights and obligations of the parties hereunder and all of the terms, covenants and provisions hereof shall be construed and governed by the laws of the State of                   as an Agreement made and to be executed within the State of                  . The

parties hereby consent and submit to the personal jurisdiction of the courts of the State of

                        for any issues arising between them in connection with this Agreement.

19.2 This Agreement is executed in the State of                  and shall be subject to and

interpreted under the laws of the State of                  . Although this Agreement is executed in the State of         , the parties agree (for purposes of certainty as to the enforceability and interpretation of this Agreement) that this Agreement shall govern all of their respective rights in property and income, whether the property or income or their marital domicile is situated within

or without -----or within or without the United States.

19.3 The parties are aware that a state other than the one where they entered into the Agreement may be enforcing it.

Comment

Attorneys should advise clients that prior to moving they should seek legal advice concerning the

enforceability of the Agreement in the jurisdiction in which they intend to reside.

20. ATTORNEY'S FEES

20.1 In the event either party seeks to enforce the terms of this Agreement over the objection of the other party, the party prevailing in an action to enforce the terms of this Agreement shall be entitled to recover from the other party reasonable legal fees, accounting fees, expert witness fees and other expenses incurred by him or her in seeking to enforce the terms of this Agreement.

20.2 Should either pmiy reasonably retain counsel to enforce or prevent a breach of any term or provision hereof, including instituting any action or proceeding to enforce any term or provision hereof, for damages by reason of a breach hereof, for a declaration of such party's rights or obligations hereunder, or for any other judicial remedy, then, if said matter is resolved by judicial determination, the prevailing party, whether at a trial or on  appeal, shall be entitled, in addition

to such other relief as may be granted, to be  reimbursed by the non-prevailing party for all costs and expenses incurred thereby, including but not limited to reasonable attorneys' fees and costs.

21. PARTIAL INVALIDITY

If any of the provisions of this Agreement are held to be invalid or unenforceable, all other provisions of this Agreement may nevertheless continue in full force and effect so long as

the result continues to allow the parties to obtain the benefit of the bargain reached in this

Agreement.

22. DISPUTE RESOLUTION

22.1 Should there be any dispute about the terms of this Agreement, the enforcement of this Agreement, any of its terms or conditions, or the meaning of this Agreement, final and binding arbitration shall be the sole and exclusive remedy available to both parties.

In the event that this Agreement or any issue hereunder should be subject to arbitration, the parties agree that they wish the process to be expedited such that any and all issues are resolved quickly.  As such, the parties agree to request jointly that any arbitrator(s) set a comprehensive schedule for such arbitration which includes target completion dates for all aspects of the arbitration (including discovery, etc.) with a hearing date then to be triggered by the completion of such preliminary aspects.

22.2 Unless the parties explicitly agree to another arbitrator and governing rules and regulations, all arbitration shall be in accordance with                                 and the rules and regulations of the Judicial Arbitration and Mediation Service (JAMS), which shall assign all hearing officers in connection with this dispute resolution mechanism.  Should either pmiy take any position inconsistent with the terms of this Agreement or attempt to upset this Agreement by bringing the matter into court, then the prevailing party shall be entitled to reimbursement for attorneys' fees and costs incurred in connection with the arbitration and/or litigation.  In any event, the defenses of estoppel, equitable estoppel, and other defenses shall act as absolute defenses and complete bars to any recovery not contemplated by this Agreement.

Comment

Attorneys must be cognizant of compliance with state arbitration statues particularly when they

contain specific notice requirements for contracts that contains an arbitration clause.

23. ACKNOWLEDGMENTS

23.1 The parties acknowledge that they have been cohabiting for some time. The parties further acknowledge that they have discussed with their respective counsel and are familiar with any rights that they might otherwise have under law. The parties hereby agree that as of the date of execution of this Agreement, neither party has made any representations or promises to the other regarding providing any financial support to the other party or transfelTing any income or property to the other party or pooling any income or property or entering into any partnership or joint venture, except as expressly set forth in this Agreement. The parties acknowledge that neither of them presently possesses any claim against the other based on any oral promise or agreement, express or implied, relating to support, income or property and that neither party has relied on or is now relying on any oral agreement. The parties further agree that any such agreements that have not already been fully performed are hereby merged into and extinguished by the terms of this Agreement.

23.2 The conduct by either party in the past, present, or future shall not mean or imply any agreement, promise, or understanding between the parties to continue such conduct thereafter, except as expressly set forth in this Agreement or in a subsequent written instrument signed by both parties.

23.3 It is the intent of the parties that this Agreement be the full and complete agreement between the parties regarding their relationship. There are no other agreements or promises made between the parties including, but not limited to their joint residency or their financial obligations toward one another other than those stated herein. This Agreement shall only be modified by a writing executed by both parties hereto.

23.4 Each of the parties acknowledges having read this Agreement and further acknowledges that it is entirely complete and embodies all of the understandings and agreements between the parties, and that no representations, agreements, undertakings, or warranties of any kind or nature have been made by one party to the other party to induce the making of this Agreement. No representations or warranties have been made by either party to the other except as expressly set forth in this Agreement and this Agreement is not being executed in reliance upon any representation or warranty not expressly set forth herein.

23.5 Neither party shall be entitled to any compensation for any services beyond the compensation set forth within this Agreement. Moreover, any compensation rendered by one party beyond that specified in this Agreement shall be deemed gratuitous compensation, and the parties specifically state their understanding that the rendering of such gratuitous compensation shall in no way construe an obligation on either party for future compensation. The parties agree that no service or material which Jones may provide with respect to any of Smith's property or income shall be deemed or construed to entitle Jones' to any compensation (whether or not such service or material preserves or improves such property or income).

23.6 Except as otherwise expressly provided in this Agreement, the parties disclaim and

expressly waive and surrender any express or tacit understanding that either party has acquired or may acquire any rights to the property or income of the other pmiy.

23.7 The Recitals set forth herein are part of this Agreement.

23.8 This Agreement  shall not be extinguished  by merger as a result of incorporation  in any decree, order, judgment or otherwise.   This Agreement shall in all events survive any decree, order or judgment of any court of competent jurisdiction and be forever binding upon the pmiies. In the event of the occunence  of a Terminating  Event, this Agreement shall be interpreted as a contract having the same ramifications,  consequences  and binding effect as a formal property and support settlement agreement containing these same provisions.  Neither party shall cause to be inserted  or request  that there is inserted  in any decree,  order or judgment  which  may  be entered in the future, any provision inconsistent with any of the provisions of this Agreement. The parties hereby agree to indemnify the other and the other's estate and agree to hold the other harmless from the terms of any such judgment, order or decree containing terms contrary to the provision of this Agreement.   In the event that hereafter a judgment  is entered in any court of competent jurisdiction  or a judgment  resulting from a complaint  or petition  brought  by either party  against  the other,  this Agreement  may  be made part of such  judgment  if the  court  so allows; but in no event shall this Agreement merge in said judgment.  This Agreement shall at all times be construed as an agreement having independent legal significance.  In the event the court does not accept this Agreement as part of its judgment in accordance with the within provision, then the parties agree that this Agreement shall survive and be forever binding and conclusive as to their rights and liabilities and those of their respective heirs, executors and assigns.

23.9 This Agreement shall be subject to specific performance and enforcement in equity.

23.10 This Agreement has been executed in duplicate originals, at least one of which has been delivered  to  each  party,  and  either  of  the  duplicate  originals  may  be  used  as  the  original Agreement.

23.11 The rights and responsibilities set forth in this Agreement are for the benefit of the parties only and are not assignable.

24. MUTUAL RELEASE

24.1 Except as otherwise specifically provided herein, the parties and each of them mutually release, and forever discharge each other from any and all actions, suits, debts, claims, demands and obligations whatsoever, both in law and in equity, that either of them ever had, now has, or may hereafter have, against the other upon or by reason of any matter, cause, or thing up to the date of the execution of this Agreement.

25. VOLUNTARINESS

25.1 The parties each acknowledge that they enter into this Agreement voluntarily, without any duress or undue influence, and that each has had the opportunity to consult with counsel of his/her choice.

25.2 Each has had the Agreement explained to him or her and understands the legal and financial consequences of the Agreement.

25.3 Each party hereby acknowledges that he or she has read this Agreement and understands its contents and all of its provisions; that he or she has signed and executed the same freely and voluntarily and without fear, compulsion, duress or persuasion on the part of the other party; and each party further acknowledges that this Agreement is reasonable, just and fair to him/her, having due regard to the conditions and circumstances of the pmiies at the time the same has been executed.

25.4.  Each party acknowledges that he or she is estopped to deny, attack, set aside or ignore the terms and provisions hereof.   Each party agrees that this Agreement was not obtained through fraud, duress, mistake, misrepresentation,  or nondisclosure of material facts; that this Agreement is not unconscionable; and that its enforcement in the future will not be unfair or unreasonable in light of any change in facts or circumstances (whether changes in the financial, physical, or other conditions of either party).

26. CONSTRUCTION  OF AGREEMENT.

26.1. The captions contained in this Agreement are for convenience only and are not intended to limit or define the scope or effect of any provision of this Agreement.

26.2 Any word in the text of this Agreement shall be read as singular or plural, masculine, feminine or neuter, as the context admits.

26.3 Any enumeration following the term "includes" or "including" shall not limit the generality of the language preceding that term.

26.4  Whenever  notice is permitted  or required  to be given  under this Agreement,  it shall  be deemed given five (5) days following the mailing of such notice, postage pre-paid, by one party

to the other at his or her last known address.

27. ATTORNEY CERTIFICATION

CERTIFICATE

I,                                  , Esquire, an attorney licensed to practice in                       , certify that I have examined the Agreement by and between                     residing in                    County, (State)                        (hereinafter      "                  "),      and                                   residing      m

----

County,  (State)                           (hereinafter  "                     "),  and  that  as                's

attorney,   I  have  advised  him/her  with  regard  to         (his/her)  rights  and  responsibilities

thereunder.

                                                                                               ,Esquire

Dated:  --------