Legal Application Contract

LEGAL APPLICATION CONTRACT

This Legal Application Contract (the "Agreement") is made this day of , by and between Applicant Name: (hereinafter "Applicant"), and Provider Name: (hereinafter "Provider").

Parties and Capacity

Recitals

WHEREAS, Applicant seeks to submit an application for services, review, or admission set forth in the Application described below and requires Provider to perform application processing and related services;

WHEREAS, Provider is engaged in the business of providing application review, processing, verification, and related advisory services and represents that Provider possesses the requisite expertise, personnel, and authority to perform such services; and

WHEREAS, Applicant desires to engage Provider, and Provider agrees to perform the Services on the terms and conditions set forth in this Agreement.

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

1. Definitions

1.1 "Application" means the written, electronic or supporting materials submitted by Applicant to Provider for the purpose described in this Agreement, including any forms, exhibits, attachments and supplemental information.

1.2 "Services" means the application processing, review, verification, consulting, and any related services Provider agrees to perform as set forth in Section 2.

2. Application; Scope of Services

2.1 Provider shall perform the Services described here: . Provider's performance shall be limited to those services expressly set forth in this Agreement and any written attachments executed by the parties.

2.2 Applicant shall deliver a complete Application and all reasonably requested supporting documentation. Provider may suspend performance if Applicant fails to provide accurate or complete information and will not be liable for delays caused by such failure.

3. Applicant Representations and Certifications

Applicant represents, warrants and certifies to Provider that: (a) all information submitted in the Application is true, accurate and complete to the best of Applicant's knowledge; (b) Applicant has authority to enter into this Agreement and to provide the materials submitted; and (c) Applicant will promptly notify Provider of any material changes to the Application.

4. Fees; Payment

4.1 As full compensation for the Services, Applicant shall pay Provider the fee set forth below in accordance with the payment schedule included in this Agreement.

4.2 All amounts due under this Agreement are exclusive of applicable taxes, which shall be the responsibility of Applicant unless a valid exemption certificate is provided to Provider.

5. Term and Termination

5.1 The initial Term of this Agreement shall commence on the Effective Date and continue for months, unless earlier terminated as provided herein.

5.2 Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after receipt of written notice specifying the breach in reasonable detail.

5.3 Termination shall not relieve Applicant of the obligation to pay fees for Services rendered or costs incurred prior to termination.

6. Confidentiality

6.1 Each party shall maintain in confidence all non-public information disclosed by the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

6.2 Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is or becomes available to a party on a non-confidential basis from a source not known to be bound by confidentiality obligations; or (c) is independently developed without use of the other's Confidential Information.

7. Indemnification

7.1 Applicant shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Applicant's breach of any representation, warranty or covenant under this Agreement or from Applicant's negligent or willful misconduct.

7.2 Provider shall indemnify, defend and hold harmless Applicant from claims arising from Provider's gross negligence or willful misconduct in performing the Services.

8. Limitation of Liability

8.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY RESULTING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED .

8.2 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized courier, or certified mail, return receipt requested, and shall be effective upon receipt.

10. Governing Law; Venue

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under or relating to this Agreement.

11. Amendments; Waiver; Counterparts

Any amendment or modification of this Agreement must be in writing signed by authorized representatives of both parties. No failure or delay by either party in exercising any right or remedy shall operate as a waiver of that right or remedy.

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 transmission shall be binding.

12. Entire Agreement; Severability

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

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

13. Miscellaneous Provisions

13.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.

13.2 Compliance with Law. Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement.

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