Electronic Filing Agreement

ELECTRONIC FILING AGREEMENT

This Electronic Filing Agreement (the "Agreement") is entered into on this day of , , by and between Provider Name: , with principal place of business at (hereinafter "Provider"), and Client Name: , with principal place of business at (hereinafter "Client"). The Provider and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider operates systems, software and processes to prepare, submit and manage electronic filings and transmissions to governmental agencies, courts, registries, or other authorized filing destinations (collectively, "E-Filing Systems"); and

WHEREAS, Client desires Provider to perform electronic filing services on Client's behalf, and Provider is willing to provide such services subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to allocate responsibilities and liabilities associated with electronic submissions, the security of credentials, retention of records, and compliance with applicable filing rules.

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

1. DEFINITIONS

1.1 "Authorized User" means an individual designated by Client and approved by Provider to access Provider's E-Filing Systems on Client's behalf. Client shall provide a list of Authorized Users to Provider:

1.2 "Filing" or "Filings" means documents, forms, applications and accompanying materials prepared for electronic submission by Provider pursuant to this Agreement.

2. APPOINTMENT; SCOPE OF SERVICES

2.1 Appointment. Client appoints Provider as Client's agent solely for the limited purpose of preparing, transmitting and managing Filings electronically in the jurisdictions and for the matters described in the Services Schedule. Provider accepts such appointment on the terms set forth in this Agreement.

2.2 Scope. Provider will prepare Filings based on information supplied by Client or Authorized Users, submit Filings to the applicable filing destination, and provide confirmations of submission. Provider's obligations do not include providing legal advice or independently verifying the truthfulness or completeness of Client-provided information.

3. CLIENT RESPONSIBILITIES

3.1 Accuracy of Information. Client shall provide complete and accurate information and shall ensure that Authorized Users submit only accurate data. Client acknowledges that Provider relies upon Client-provided information for all Filings. Client will promptly correct or update information that it knows or should reasonably know is inaccurate.

3.2 Credentials and Access. Client shall furnish Provider with all credentials, power of attorney, authorizations and consents necessary for Provider to submit Filings. Client is responsible for the lawful use, safekeeping, and timely revocation of credentials for Authorized Users.

4. PROVIDER OBLIGATIONS; SECURITY

4.1 Performance. Provider shall use commercially reasonable efforts to transmit Filings in a timely manner and to maintain systems reasonably designed to perform the services described in this Agreement.

4.2 Security Measures. Provider will maintain administrative, physical and technical safeguards intended to protect Client data and credentials from unauthorized access. Provider will notify Client without undue delay after becoming aware of a security incident materially affecting Client data and will cooperate to mitigate any adverse effects.

5. FEES; PAYMENT

5.1 Payment. Client shall pay all fees invoiced by Provider in accordance with this Agreement. Provider may suspend services for nonpayment following written notice and a reasonable cure period. All fees are exclusive of taxes which shall be borne by Client.

6. CONFIDENTIALITY; DATA HANDLING

6.1 Confidential Information. Each Party agrees to hold Confidential Information of the other Party in confidence and not to disclose it except as necessary to perform obligations under this Agreement or as required by law. Confidential Information includes Client data, credentials, non-public filings and system access details.

7. RECORDS; AUDIT RIGHTS

Provider shall maintain records of Filings and confirmations for the retention period set forth in the Data Retention field. Client may, upon reasonable notice and during normal business hours, audit Provider's records to the extent necessary to verify Provider's compliance with this Agreement, provided such audit does not unreasonably interfere with Provider's operations.

8. INDEMNIFICATION

Client shall indemnify, defend and hold Provider harmless from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client-provided inaccuracies in Filings, or Client's negligent or willful acts.

Provider shall indemnify Client for claims arising from Provider's gross negligence or willful misconduct in performing the services herein, subject to the limitations set forth in Section 9.

9. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or indemnification obligations, neither Party shall be liable to the other for incidental, consequential, punitive, special or exemplary damages. Provider's aggregate liability under this Agreement shall not exceed the fees actually paid by Client to Provider under this Agreement for the six (6) months preceding the event giving rise to liability.

10. TERM; TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and continue until terminated by either Party as provided herein.

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

10.3 Effect of Termination. Upon termination, Provider shall cease further Filings on behalf of Client and shall, at Client's direction and subject to payment of outstanding fees, return or securely delete Client data in Provider's possession in accordance with the Data Retention provisions.

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 designate by written notice.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. No amendment or modification of this Agreement shall be effective unless set forth in a written instrument signed by both Parties.

12.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of such right.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws specified by the Parties:

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be replaced with a valid provision that most closely approximates the Parties' intent.

13.3 Entire Agreement. This Agreement, together with any schedules or written attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

14. MISCELLANEOUS

14.1 Relationship of Parties. The Parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency (except as expressly provided herein for filing), or employment relationship beyond the limited agency authorized by this Agreement.

14.2 Survival. Sections concerning Confidentiality, Indemnification, Limitation of Liability, Records and Audit, and Governing Law shall survive termination or expiration of this Agreement.

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