Legal AGO Document

LEGAL AGO DOCUMENT

This Legal AGO Document (this "Agreement") is entered into as of by and between , a organized under the laws of , with principal place of business at (hereinafter "Party A"), and , a organized under the laws of , with principal place of business at (hereinafter "Party B"). Party A and Party B are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Party A possesses certain rights, obligations, or assets whose administration, oversight or transfer is addressed by this Agreement (the "AGO Matters"); and

WHEREAS, Party B has expertise and resources necessary to perform the obligations and to accept such responsibilities in accordance with the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and duties with respect to the AGO Matters and to allocate risk, responsibility, and remedy as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants, promises 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

1.1 "AGO" means the obligations, governance and oversight responsibilities described in this Agreement and any schedules or exhibits attached hereto. "Effective Date" means the date set forth above. "Confidential Information" means non-public information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF OBLIGATIONS

2.1 Party B shall undertake and perform the primary AGO obligations described below in accordance with professional standards and applicable law. The Parties agree that the core duties shall include fiduciary oversight, reporting, recordkeeping, and the discharge of specified duties set forth in Section 2.2.

2.2 Description of Obligations:

2.3 Party A shall cooperate reasonably with Party B, provide access to records and personnel as required to fulfill the AGO obligations, and shall not unreasonably withhold approvals or consents that are necessary for performance.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party that remains uncured for thirty (30) days after written notice specifying the breach.

3.3 Effect of Termination. Upon termination, Party B shall promptly deliver to Party A all documents, records, work product and property belonging to Party A and shall provide a final accounting of actions taken under this Agreement.

4. CONSIDERATION

4.1 As full and final consideration for the performance of Party B's obligations hereunder, Party A shall pay Party B the amounts set forth below in accordance with the payment schedule and invoicing procedures agreed by the Parties.

Agreed amount (if applicable):

4.2 Invoicing and Payment. Party B shall invoice Party A in accordance with the schedule set forth in the invoice provisions. Payments shall be due within the time period stated on each invoice, and overdue payments shall accrue interest at the lesser of 1.5% per month or the maximum allowed by law.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants that it has full right, power and authority to enter into and perform this Agreement, that the execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms.

5.2 Party B additionally represents that it will perform services in a professional and workmanlike manner and in compliance with all applicable statutes, regulations and professional standards.

6. CONFIDENTIALITY

6.1 Each Party shall maintain in confidence and not disclose any Confidential Information of the other Party except to its employees, agents or contractors who have a strict need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

6.2 The confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

7. INDEMNIFICATION

7.1 Each Party (an "Indemnitor") shall indemnify, defend and hold harmless the other Party (an "Indemnitee") from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's breach of this Agreement, negligence or willful misconduct.

7.2 The Indemnitee shall give prompt written notice of any claim to the Indemnitor and shall cooperate in the defense and settlement thereof. The Indemnitor shall have the right to assume and control the defense and settlement of any such claim, provided that the Indemnitor does not agree to any settlement that imposes liability or obligations on the Indemnitee without the Indemnitee's prior written consent.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY A TO PARTY B UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. NOTICES

9.1 All notices, consents, approvals and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party.

10. AMENDMENTS; WAIVER

10.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any right or remedy shall be effective unless in writing signed by the Party granting such waiver.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to best effectuate the original intent of the Parties to the extent permitted by law.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be binding as originals.

15. MISCELLANEOUS

15.1 Assignment. Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in its entirety to an affiliate or successor in interest in connection with a merger, sale of substantially all assets, or similar transaction.

15.2 Independent Contractors. The Parties are independent contractors and nothing in this Agreement will be deemed to create an agency, partnership, joint venture or employment relationship between the Parties.

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