Legal ALC Agreement

LEGAL ALC AGREEMENT

This Legal ALC Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A Name: (hereinafter "Provider"), and Party B Name: (hereinafter "Recipient"). Provider and Recipient are hereinafter sometimes individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing Authorized Legal Consultant services ("ALC Services") including compliance guidance, contract review, and regulatory advice;

WHEREAS, Recipient desires to obtain from Provider, and Provider agrees to provide to Recipient, certain ALC Services on the terms and conditions set forth in this Agreement;

WHEREAS, the Parties wish to set forth the terms governing the provision of such services, the allocation of intellectual property rights, confidentiality, indemnity and related matters;

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

1. DEFINITIONS

1.1 "ALC Services" means the advisory, compliance, consulting, contract drafting and review, and other professional legal assistance to be performed by Provider under this Agreement as further described in Section 2.

1.2 "Confidential Information" means non-public information disclosed by one Party to the other in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

2. ENGAGEMENT; LICENSE GRANT

2.1 Engagement. Recipient hereby engages Provider, and Provider accepts such engagement, to perform the ALC Services set forth in this Agreement and in any statement of work executed by the Parties.

2.2 Limited License. To the extent Provider provides templates, forms, or proprietary methodologies in connection with the ALC Services, Provider grants Recipient a non-exclusive, non-transferable, non-sublicensable, revocable license to use such materials solely for Recipient's internal business purposes during the Term. All rights not expressly granted are reserved by Provider.

3. SCOPE OF SERVICES

Provider shall perform the following ALC Services:

Provider shall perform the services in a professional and workmanlike manner in accordance with generally accepted industry standards. Provider shall determine the manner and method of performing the services, subject to the terms of this Agreement.

4. COMPENSATION; EXPENSES

Unless otherwise agreed in writing, Recipient shall reimburse Provider for reasonable pre-approved out-of-pocket expenses incurred in connection with performance of the ALC Services upon presentation of receipts or other documentation. Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

5. CONFIDENTIALITY

Each Party shall maintain in confidence all Confidential Information disclosed by the other Party and shall not disclose such Confidential Information to any third party except as expressly permitted by this Agreement or as required by law. The receiving Party shall use the Confidential Information solely for the purposes of performing its obligations under this Agreement.

The obligations in this Section shall not apply to information that: (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was rightfully in the receiving Party's possession prior to disclosure; (c) is lawfully received by the receiving Party from a third party without restriction; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

Except as expressly provided herein, Provider retains all right, title and interest in and to Provider's pre-existing materials, templates, methodologies and intellectual property. Subject to Recipient's timely payment of all amounts due, Provider grants Recipient the limited license set forth in Section 2.2. Any bespoke deliverables expressly identified and paid for by Recipient in a statement of work shall be deemed "Work Product," and ownership of such Work Product shall be as set forth in the applicable statement of work. Absent a separate written assignment, Provider shall retain copyright in any original materials created by Provider.

7. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, regulations and professional rules in the performance of its obligations under this Agreement. Provider represents that it holds and will maintain all licenses, registrations and professional qualifications necessary to perform the ALC Services.

8. TERM; TERMINATION

8.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue until Term End Date: unless earlier terminated in accordance with this Section.

8.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party with Notice Period (days):

8.3 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 Cure Period (days): after receipt of written notice of default.

9. INDEMNIFICATION

Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the Indemnitor's breach of this Agreement, or (b) the Indemnitor's gross negligence or willful misconduct in performance of its obligations hereunder.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT, FRAUD, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED AMOUNTS PAID OR PAYABLE BY RECIPIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any agreement or legal obligation of such Party.

12. NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or by certified mail (return receipt requested) to the addresses below (or at such other address as a Party may designate by notice):

13. ASSIGNMENT; SUBCONTRACTING

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantial assets or a merger. Provider may engage subcontractors to perform portions of the ALC Services provided that Provider remains responsible for the subcontractors' performance.

14. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party waiving compliance.

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT

This Agreement, together with any executed statements of work or exhibits, 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.

17. SEVERABILITY

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

18. 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. Signatures delivered electronically or by facsimile shall have the same force and effect as original signatures.

19. MISCELLANEOUS

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. Remedies provided herein are cumulative and not exclusive of any remedies provided by law.

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