Conditional Costs Legal Agreement

CONDITIONAL COSTS LEGAL AGREEMENT

This Conditional Costs Legal Agreement (the "Agreement") is made and entered into effective as of by and between Client Name: , an with principal place of business at , and Provider Name: , an with principal place of business at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Party A and Party B anticipate circumstances under which certain costs may become payable only upon the occurrence of specified triggering events and the satisfaction of preconditions set forth herein; and

WHEREAS, the Parties desire to allocate responsibility for such costs, to define the conditions under which those costs become payable, and to establish procedures for documentation, invoicing, adjustment and dispute resolution; and

WHEREAS, the Parties intend that this Agreement govern all matters relating to conditional costs arising out of or connected to the business relationship described herein until terminated according to its terms.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires:

(a) "Conditional Costs" means costs, fees, expenses, losses, liabilities or charges described in Section 3 that become payable only upon the satisfaction of the Trigger Event and other conditions set forth in this Agreement.

(b) "Trigger Event" means the specific event, occurrence or determination described as:

(c) "Eligible Costs" means costs that meet the criteria in Section 3 and are supported by the documentation required in Section 4.

2. CONDITION PRECEDENT

The Parties expressly agree that no Conditional Costs shall be due or payable by any Party unless and until the Trigger Event occurs and the claiming Party delivers written notice complying with Section 4. Receipt of such notice shall commence any applicable cure, review and dispute periods. The claiming Party bears the burden of proving that the Trigger Event occurred and that costs claimed qualify as Eligible Costs.

3. COSTS SUBJECT TO AGREEMENT

Subject to the terms of this Agreement, Eligible Costs shall include the following categories when incurred as a direct result of the Trigger Event: reasonable third-party professional fees, direct remediation or replacement costs, and documented administrative expenses. Itemize costs and limits below:

4. BILLING, DOCUMENTATION AND NOTICE

A Party claiming payment of Eligible Costs must submit a written invoice and supporting documentation no later than days after incurring such costs. Each invoice shall itemize expenses, identify applicable dates, identify the Trigger Event, and include copies of third-party bills, receipts, time records and other reasonable supporting documentation.

5. REVIEW, DISPUTE AND ADJUSTMENT

Upon receipt of an invoice and supporting documentation, the non-claiming Party shall have days to review and provide a written statement specifying any disputed items with reasonable particularity. The Parties shall meet in good faith to resolve disputed items promptly. If the Parties cannot resolve the dispute within fifteen (15) days following the non-claiming Party's statement, either Party may commence the dispute resolution procedure set forth in Section 12.

The non-claiming Party shall have the right, at its expense and upon reasonable notice, to audit records supporting any claimed Eligible Costs during normal business hours for a period of two (2) years after payment.

6. INTEREST AND LATE PAYMENT

Any undisputed amounts not paid when due shall accrue interest at an annual rate of (calculated daily and compounded monthly) from the due date until paid. Interest shall not apply to amounts that are subject to a bona fide, timely dispute.

7. TAXES

Except as otherwise required by law, each Party shall be responsible for its own income, withholding and similar taxes. The Party seeking reimbursement of Eligible Costs shall remit any taxes collected to the proper authority and shall identify taxes separately on invoices.

8. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any losses, claims, damages or liabilities arising out of the Indemnifying Party's breach of this Agreement or its gross negligence or willful misconduct in connection with the Trigger Event, provided that such indemnity obligation is limited to amounts that are finally determined to be Eligible Costs under this Agreement.

9. CONFIDENTIALITY

The Parties agree to keep all invoices, supporting documentation and internal analyses relating to Conditional Costs confidential and not to disclose such materials except to those employees, agents, auditors or legal advisors with a need to know or as required by applicable law. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until terminated by mutual written agreement of the Parties or by either Party for material breach of this Agreement if the breaching Party fails to cure within thirty (30) days after written notice. Termination shall not affect obligations that have accrued prior to termination, and Sections 3, 4, 5, 6, 8, 9, 11 and 14 shall survive termination.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may specify by written notice. Notices shall be deemed delivered upon personal delivery, one (1) business day after delivery to a nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless executed in writing by both Parties. No failure or delay by either Party in exercising any right shall constitute a waiver of that right unless set forth in a written waiver executed by the waiving Party.

13. GOVERNING LAW; COUNTERPARTS

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its choice-of-law principles. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and documents incorporated herein by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remainder of this Agreement shall remain in full force and effect.

MISCELLANEOUS

Headings in this Agreement are for convenience only and shall not affect the interpretation. The Parties shall cooperate in good faith to carry out the terms and intent of this Agreement.

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