Legal Act Agreement

LEGAL ACT AGREEMENT

This Legal Act Agreement (the "Agreement") is entered into as of by and between Client Name: , an entity organized as , with principal place of business at ; and Service Provider Name: , an entity organized as , with principal place of business at .

RECITALS

WHEREAS, Party A desires to cause or effectuate certain legal acts, transactions, or filings described herein and to obtain from Party B the services necessary to effect such legal acts on the terms and conditions set forth in this Agreement; and

WHEREAS, Party B represents that it has the expertise, authority and capacity to perform the legal acts described in this Agreement and is willing to undertake such acts for Party A under the terms and conditions set forth below; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights, duties and remedies with respect to the performance, payment and consequences of the legal acts to be performed.

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

1. DEFINITIONS

1.1 "Legal Act" means any act, filing, instrument, application, certification, registration, or representation to a governmental authority, third party, or other entity that Party B performs on behalf of Party A pursuant to this Agreement.

1.2 "Effective Date" means the date specified in the opening paragraph of this Agreement.

2. SCOPE OF SERVICES

2.1 Services. Subject to the terms of this Agreement, Party B shall perform the Legal Acts described in the description below and any ancillary tasks reasonably necessary to complete such acts.

2.2 Performance Standard. Party B shall perform the Legal Acts with the degree of skill, care and diligence normally exercised by professionals performing similar services under similar circumstances and in accordance with applicable law.

3. CONSIDERATION

3.1 Fees. In consideration for the services performed by Party B, Party A will pay fees as set forth below. Payment shall be due in accordance with the schedule and rates agreed by the parties.

3.2 Expenses. Party A shall reimburse Party B for reasonable and documented out-of-pocket expenses incurred in the performance of the Legal Acts, provided that Party B obtains prior written consent for any single expense in excess of the amount set forth in the schedule above.

4. REPRESENTATIONS AND WARRANTIES

4.1 Mutual Authority. Each party represents and warrants that it has full power and authority to enter into and perform this Agreement and that the person signing on its behalf is duly authorized to bind it.

4.2 Accuracy of Information. Party A represents that all information and documents provided to Party B for the purpose of performing the Legal Acts are true, accurate and complete to the best of Party A's knowledge. Party B's obligations are expressly conditioned upon the accuracy of such information.

5. COMPLIANCE WITH LAW

5.1 Applicable Law. Each party shall comply with all applicable statutes, regulations, ordinances and rules in connection with its performance under this Agreement. Party B shall not be required to perform any action that would, in its reasonable opinion, cause it to violate applicable law.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations. The receiving party shall hold in confidence and not disclose Confidential Information except to the receiving party's employees, agents or contractors who need to know the information for the performance of this Agreement and who are bound by confidentiality obligations no less protective than those in this Section. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they retain their trade secret status.

7. TERM AND TERMINATION

7.1 Term. This Agreement commences on the Effective Date and continues until the Legal Acts are completed or until earlier terminated in accordance with this Section.

7.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any representation, warranty or obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

7.3 Effect of Termination. Upon termination, Party B shall deliver to Party A all work in progress and shall be entitled to payment for services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, limitation of liability, governing law and survival shall survive termination.

8. INDEMNIFICATION

8.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors, employees and agents from and against any and all liabilities, claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Party A's breach of its representations, warranties or obligations under this Agreement or from the inaccuracy of information provided by Party A.

8.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A from and against claims arising from Party B's gross negligence or willful misconduct in performing the Legal Acts under this Agreement.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. Except for a party's indemnification obligations or a party's willful misconduct, neither party shall be liable to the other for any special, incidental, indirect, punitive or consequential damages, including lost profits.

9.2 Cap on Liability. Except for liability arising from willful misconduct or gross negligence and indemnification obligations, the aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Party A to Party B under this Agreement.

10. INSURANCE

Party B shall, at its expense, maintain and keep in force during the term of this Agreement insurance coverage reasonably appropriate to the performance of the Legal Acts, including professional liability insurance where applicable. Party B shall provide certificates of insurance upon request.

11. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed as follows (or to such other address as a party may designate by notice):

12. AMENDMENT AND WAIVER

No amendment to this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both parties. No waiver of any provision or right under this Agreement will be effective unless in writing and signed by the party waiving such provision or right.

13. 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.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles.

15. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

17. SURVIVAL

Any provision of this Agreement which by its nature should survive termination or expiration of this Agreement shall so survive, including but not limited to provisions concerning confidentiality, indemnification, limitation of liability and governing law.

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