Legal CCO Agreement

LEGAL CCO AGREEMENT

This Chief Compliance Officer Agreement (the "Agreement") is made and entered into as of by and between Company Name: , a Corporation LLC Other organized under the laws of , with principal place of business at (the "Company"), and Chief Compliance Officer Name: , an individual residing at (the "CCO").

RECITALS

WHEREAS, the Company operates in a regulated industry and requires a senior officer responsible for the design, implementation and oversight of the Company's compliance program; and

WHEREAS, the CCO has represented that the CCO possesses the requisite experience, qualifications and professional skill to perform the duties of Chief Compliance Officer; and

WHEREAS, the Company desires to engage the CCO and the CCO desires to accept engagement on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. APPOINTMENT; TERM

1.1 Appointment. The Company hereby appoints the CCO as Chief Compliance Officer and the CCO accepts such appointment and agrees to serve in such capacity upon the terms of this Agreement. The CCO shall report directly to the Board of Directors or to the Board's designated committee, as applicable.

1.2 Term. The term of this Agreement will commence on and shall continue until unless earlier terminated in accordance with Section 7.

2. DUTIES AND RESPONSIBILITIES

2.1 Duties. The CCO shall be responsible for developing, implementing and maintaining the Company's compliance program, including but not limited to: (a) oversight of compliance policies and procedures; (b) conducting compliance risk assessments; (c) advising senior management and the Board on compliance matters; (d) reporting material compliance issues to the Board in a timely manner; and (e) coordinating compliance training and monitoring activities.

2.2 Authority. The Company shall provide the CCO with such authority, resources and access to records and personnel as reasonably necessary for the CCO to perform the duties described in this Agreement. The CCO shall have authority to retain outside counsel and consultants with prior approval of the Board where required by applicable law or where necessary to discharge the CCO's duties.

2.3 Professional Standards. The CCO shall perform duties in accordance with applicable law and industry standards, and shall maintain all required licenses, registrations or certifications necessary to perform the services contemplated by this Agreement.

3. COMPENSATION AND EXPENSES

3.1 Payment. Salary and any incentive compensation shall be payable in accordance with the Company's standard payroll practices, subject to applicable withholding and deductions.

3.2 Expenses. The Company shall reimburse the CCO for reasonable and documented business expenses incurred in the performance of duties hereunder, subject to the Company's reimbursement policies. Reimbursement requests shall be submitted in writing with supporting documentation.

4. CONFIDENTIALITY

4.1 Confidential Information. The CCO shall hold in strict confidence all proprietary, confidential or trade secret information of the Company learned in the course of engagement. The CCO shall not disclose such information except as required by law or with the prior written consent of the Company.

4.2 Return of Materials. Upon termination of this Agreement, the CCO shall promptly return all documents and materials containing Confidential Information and certify in writing that all such materials have been returned or destroyed.

5. REPRESENTATIONS; CONFLICTS

5.1 CCO Representations. The CCO represents and warrants that the CCO's execution and performance of this Agreement do not and will not violate any agreement, obligation or restriction to which the CCO is subject, that there are no pending claims or investigations that would adversely affect the CCO's ability to perform, and that the CCO is not subject to any statutory disqualification that would prevent the CCO from serving in the position described herein.

5.2 Conflicts. The CCO shall disclose to the Company any material conflict of interest or relationship that could reasonably be expected to impair the CCO's ability to perform duties under this Agreement. The Company may adopt measures to manage or eliminate such conflicts, up to and including removal from particular matters.

6. INTELLECTUAL PROPERTY AND WORK PRODUCT

6.1 Work Product. All work product, analyses, reports, discoveries, inventions or improvements conceived, developed or reduced to practice by the CCO in the performance of duties under this Agreement shall be the sole and exclusive property of the Company. To the extent any such work product does not automatically vest in the Company, the CCO hereby assigns all right, title and interest thereto to the Company.

7. TERMINATION

7.1 Termination by Company. The Company may terminate this Agreement for Cause immediately upon written notice to the CCO. For purposes of this Agreement, "Cause" means: (a) material breach of this Agreement; (b) willful misconduct or gross negligence in the performance of duties; (c) fraud, dishonesty or conviction of a felony; or (d) material violation of Company policies.

7.2 Termination Without Cause; Resignation. Either party may terminate this Agreement without Cause upon days' prior written notice. In the event of resignation, the CCO shall provide such notice as is reasonable under the circumstances and shall cooperate in an orderly transition.

7.3 Effect of Termination. Termination shall not relieve either party of obligations accrued prior to the date of termination. Provisions that by their nature survive termination shall continue in effect, including confidentiality, assignment of work product and indemnification.

8. INDEMNIFICATION; INSURANCE

8.1 Indemnification. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless the CCO from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with the performance of the CCO's duties hereunder, except to the extent resulting from the CCO's gross negligence, willful misconduct or fraud.

8.2 Insurance. The Company shall maintain directors' and officers' liability insurance (or equivalent coverage) that includes coverage for the CCO while acting within the scope of duties under this Agreement.

9. RESTRICTIVE COVENANTS

9.1 Non-Solicitation. During the term and for a period of months following termination, the CCO shall not, directly or indirectly, solicit or induce employees or material customers of the Company to terminate or alter their relationship with the Company.

9.2 Scope and Reasonableness. The parties agree the restrictions in this Section are reasonable in scope and duration to protect the Company's legitimate business interests; if any restriction is held unenforceable, the court may modify it to the maximum duration and scope permitted.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as a party may specify in writing).

11. MISCELLANEOUS

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

11.2 Entire Agreement. This Agreement (including any exhibits and schedules hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and representations, whether written or oral.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be modified to the extent necessary to make it valid and enforceable while preserving, to the maximum extent possible, its original intent.

11.4 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by both parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

11.5 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 transmitted by electronic means shall be deemed original signatures.

12. ACKNOWLEDGMENTS

The CCO acknowledges that the CCO has read this Agreement, understands its terms, and has had the opportunity to obtain independent counsel. The CCO further acknowledges that the CCO's employment or engagement is conditioned upon compliance with the terms set forth herein.

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