Legal Agency Document

LEGAL AGENCY AGREEMENT

This Legal Agency Agreement ("Agreement") is made as of Date: by and between Principal Name: Principal Entity Type: Individual Corporation LLC , Principal Address: ; and Agent Name: Agent Entity Type: Individual Corporation LLC , Agent Address: .

RECITALS

WHEREAS, Principal is engaged in the business described as and desires to engage Agent to perform certain acts on Principal's behalf;

WHEREAS, Agent represents that Agent has the training, experience and qualifications necessary to perform the services set forth in this Agreement and is willing to accept appointment as agent under the terms and conditions stated herein;

WHEREAS, the parties intend that Agent shall have authority to act for and on behalf of Principal as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPOINTMENT; AUTHORITY

1.1 Appointment. Principal hereby appoints Agent as Principal's true and lawful agent to perform the services described in Section 2 and to take all actions reasonably necessary or incidental to the performance of those services, subject to the limitations set forth in this Agreement.

1.2 Express Authority. Agent is authorized to: execute and deliver documents on behalf of Principal where required for the performance of services negotiate and conclude agreements within the scope expressly delegated in writing receive funds on behalf of Principal subject to accounting and remittance obligations Agent shall not exercise any authority that is expressly prohibited by Principal in writing.

2. SCOPE OF SERVICES

2.1 Services. Agent shall provide the services described below and in any appended statement of work. The parties agree that the core services to be performed by Agent shall include:

2.2 Performance Standard. Agent shall perform the services in a professional and workmanlike manner in accordance with applicable industry standards and all applicable laws, rules and regulations.

3. TERM

3.1 Term. The term of this Agreement shall commence on the effective date set forth above and continue until terminated as provided in Section 10. Fixed term (if any):

4. COMPENSATION AND EXPENSES

4.1 Fees. As full compensation for the services, Principal shall pay Agent the amounts and on the schedule set forth below: Fee Amount: ; Payment Terms:

4.2 Reimbursable Expenses. Principal shall reimburse Agent for reasonable, documented out-of-pocket expenses incurred in connection with performance of the services, subject to Principal's prior written approval for any single expense in excess of .

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all nonpublic information disclosed by either party to the other relating to business affairs, clients, pricing, strategies, proprietary processes, or other information that a reasonable person would understand to be confidential.

5.2 Non-Disclosure. Agent shall not disclose Confidential Information except to its employees or subcontractors who need the information to perform the services and who are bound by confidentiality obligations no less restrictive than those in this Agreement. The obligations in this Section shall survive termination.

6. REPRESENTATIONS; COMPLIANCE; INSURANCE

6.1 Representations. Each party represents that it has full power and authority to enter into this Agreement, that performance will not violate any other agreement, and that the signatories are duly authorized.

6.2 Compliance. Agent shall comply with all applicable laws, regulations and professional obligations in performing the services. Agent shall obtain and maintain at its expense all licenses and permits required to perform the services.

6.3 Insurance. During the term, Agent shall maintain insurance coverage appropriate to the services performed, including general liability and professional liability insurance where applicable, and shall provide certificates of insurance upon reasonable request.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against all losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of this Agreement, negligent acts or willful misconduct.

7.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct or indemnification obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid by Principal to Agent during the six (6) months immediately preceding the event giving rise to the claim.

8. TERMINATION

8.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination.

8.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses below or such other addresses as a party may designate by written notice.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

11.2 Entire Agreement. This Agreement, together with any exhibits or statements of work attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to give effect to the parties' intent.

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