Legal Anti-Lobby Agreement

LEGAL ANTI-LOBBY AGREEMENT

This Legal Anti-Lobby Agreement (the Agreement) is made and entered into effective as of , by and between Company Name: , Entity Type: Corporation LLC Individual, with principal place of business at ; and Counterparty Name: , Entity Type: Corporation LLC Individual, with principal place of business at . Party A and Party B are each a Party and together the Parties.

RECITALS

WHEREAS, the Parties desire to establish certain prohibitions and procedures regarding direct and indirect lobbying activities in order to ensure compliance with applicable law and to preserve the Parties' reputation and contractual relationships; and

WHEREAS, Party A may provide funding, grants, contracts or other benefits to Party B, or the Parties may otherwise engage in joint activities, and the Parties wish to prevent the use of such funds or benefits for prohibited lobbying; and

WHEREAS, the Parties desire to set forth their mutual understanding and agreement regarding prohibited lobbying, exceptions, notices, remedies and compliance measures.

NOW THEREFORE, in consideration of the mutual covenants and promises 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

For the purposes of this Agreement, the following terms have the following meanings:

(a) "Lobbying" means any activity intended to influence the decisions, legislative actions, rulemaking, procurement actions, contract awards, grant awards, or budgetary decisions of any government official, agency, legislative body, or procurement authority, whether by direct communication, advocacy, retention of third parties for such purpose, or by providing funds or benefits to another for such purpose.

(b) "Prohibited Lobbying" means Lobbying that is expressly prohibited under this Agreement, including, without limitation, Lobbying conducted using funds, goods, or services provided by one Party to the other where such use was not authorized in writing under Section 3.

2. COVENANT NOT TO LOBBY

Each Party covenants and agrees that, during the Term of this Agreement and for a period of months thereafter, it shall not, directly or indirectly, engage in Prohibited Lobbying with respect to any matter for which the other Party has provided funds, property, contractual support, or explicit written direction unless such Lobbying is expressly permitted in writing under this Agreement.

3. PERMITTED ACTIVITIES AND EXCEPTIONS

Notwithstanding Section 2, Lobbying shall not be deemed Prohibited Lobbying and is permitted if:

(a) the Lobbying is undertaken by a Party using that Party's independent funds and resources and without use of funds, personnel, or other resources provided by the other Party; provided that such activities are disclosed in accordance with Section 10; or

(b) the Parties provide a prior written exemption signed by authorized representatives of both Parties specifying the nature, scope, and duration of the permitted lobbying activity.

The Parties may list specific permitted activities here:

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full corporate or legal power and authority to enter into and perform its obligations under this Agreement; (b) the person executing this Agreement on behalf of such Party is duly authorized to bind that Party; and (c) performance of this Agreement will not violate any law, regulation, contractual obligation or ethical rule applicable to such Party.

5. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable federal, state, and local laws, regulations, and rules pertaining to lobbying, ethics, procurement, campaign finance, and public reporting. Each Party shall maintain adequate records to demonstrate compliance and shall provide such records to the other Party upon reasonable request to the extent permitted by law.

6. TERM AND TERMINATION

This Agreement commences on the Effective Date and shall continue in effect for a period of years, unless earlier terminated in accordance with this Section. Either Party may terminate this Agreement for material breach by the other Party that remains uncured for a period of 30 days following written notice specifying the breach. Sections concerning obligations that by their nature survive termination shall survive.

7. REMEDIES; EQUITABLE RELIEF

In the event of a breach or threatened breach of this Agreement, the non-breaching Party shall be entitled to seek injunctive relief, specific performance, and any other equitable remedy in addition to monetary damages. The Parties acknowledge that money damages may be inadequate to remedy certain breaches of the covenant not to lobby and that injunctive relief shall be an appropriate remedy.

8. INDEMNIFICATION

Each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party, its officers, directors, employees and agents (the Indemnified Party) from and against any and all claims, losses, liabilities, damages, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach by the Indemnifying Party of its representations, warranties, covenants or obligations under this Agreement, including any Prohibited Lobbying conducted by or attributable to the Indemnifying Party.

9. CONFIDENTIALITY

The Parties acknowledge that information exchanged under or in connection with this Agreement may be confidential. Each Party shall keep confidential any non-public information received from the other Party and shall not disclose such information except as required by law, regulation, or court order, or to the extent necessary to enforce rights under this Agreement.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement must be in writing and delivered to the Parties at the addresses set forth below:

11. AMENDMENTS; WAIVER

This Agreement may be amended only by a writing signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement 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, of the Parties.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

15. 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 by electronic transmission shall be binding.

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