Legal Application Agreement

LEGAL APPLICATION AGREEMENT

This Legal Application Agreement (the "Agreement") is made and entered into as of by and between Applicant Name: (the "Applicant") and Provider Name: (the "Provider"). Applicant and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Applicant seeks to prepare, compile and submit application materials for legal, administrative or regulatory review and requires certain professional services related to such application (the "Application");

WHEREAS, Provider is in the business of preparing, reviewing and submitting application materials and has represented that it possesses the expertise, personnel and resources necessary to perform the services described herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will provide services to Applicant in connection with the Application.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. SERVICES; SCOPE

1.1 Services. Provider shall provide the services described in the Application Schedule attached hereto and incorporated by reference (the "Services"). Provider shall use commercially reasonable efforts to prepare, review, file and monitor the Application and to keep Applicant informed of material developments.

1.2 Scope Modifications. Any amendment or expansion of Services beyond the scope described in the Application Schedule must be agreed in writing and signed by authorized representatives of both Parties and may be subject to additional fees.

2. APPLICATION MATERIALS

Applicant shall deliver to Provider all documents, information and authorizations reasonably required for Provider to perform the Services (collectively, "Application Materials"). Applicant represents and warrants that all Application Materials provided are accurate, complete and not misleading as of the date provided and shall promptly notify Provider in writing of any material change.

3. REPRESENTATIONS AND WARRANTIES

3.1 Mutual Authority. Each Party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

3.2 Applicant Warranties. Applicant warrants that it has the right to provide the Application Materials and that no third-party consents are required to provide such materials for the Services, except as disclosed in writing to Provider.

3.3 Provider Warranties. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards; provided, however, that Provider disclaims any warranty as to the success, outcome or timing of any governmental, administrative or third-party decision or approval.

4. FEES; PAYMENT

4.1 Fees. Applicant shall pay Provider the fees set forth in the Fee Schedule. Fees are due in accordance with the invoice schedule set by Provider. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.2 Expenses. Applicant shall reimburse Provider for reasonable and documented out-of-pocket expenses incurred in connection with the Services, including filing fees and courier charges, provided such expenses are pre-approved when reasonably practicable.

4.3 Taxes. All fees are exclusive of taxes. Applicant shall be responsible for all applicable taxes, excluding taxes on Provider's net income.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by either Party to the other in connection with the Services, whether disclosed orally or in writing, that is marked confidential or reasonably should be understood to be confidential.

5.2 Obligation. Each Party shall maintain Confidential Information in strict confidence, shall not disclose it to third parties except to its employees, agents or subcontractors who need access to perform the Services and who are bound by confidentiality obligations no less protective than those in this Agreement, and shall use Confidential Information solely to perform its obligations under this Agreement.

5.3 Exceptions. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving Party, is independently developed without use of the disclosing Party's Confidential Information, or is lawfully obtained from a third party without restriction.

6. DATA PROTECTION

Each Party shall comply with applicable data protection and privacy laws in the processing of personal data. Provider shall implement reasonable technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration or destruction.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Applicant retains ownership of all Application Materials provided to Provider. Provider retains ownership of its pre-existing materials, methodologies and tools. Nothing in this Agreement transfers ownership of intellectual property except as expressly provided.

7.2 License. Applicant grants Provider a non-exclusive, royalty-free license to use, reproduce and modify the Application Materials solely to the extent necessary to perform the Services during the term of this Agreement.

8. TERM AND TERMINATION

8.1 Term. This Agreement commences on the Effective Date and continues until the Services are completed unless earlier terminated as provided below.

8.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

8.3 Effect of Termination. Upon termination, Applicant shall pay Provider for all Services rendered and reasonable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence or willful misconduct.

9.2 Limitation of Liability. Except for liability arising from a Party's gross negligence, willful misconduct, or a breach of confidentiality or indemnification obligations, neither Party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid by Applicant to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either Party may designate by notice). Notices shall be effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS; ASSIGNMENT

This Agreement may be amended only by a written instrument signed by both Parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest in connection with a merger or sale of substantially all assets.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflict of law principles.

12.2 Entire Agreement. This Agreement, including any schedules and exhibits 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 written or oral.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be construed so as to best effect the intent of the Parties.

13. MISCELLANEOUS PROVISIONS

13.1 Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship or agency relationship between the Parties.

13.2 Remedies. Except as otherwise provided, remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or equity.

APPLICATION SCHEDULE (SUMMARY)

Sign Now