Legal Charter Agreement

LEGAL CHARTER AGREEMENT

This Legal Charter Agreement (the "Agreement") is made and entered into as of by and between Chartering Party Name: (Entity Type: Corporation LLC Other ), with principal address ; and Chartered Entity Name: (Entity Type: Corporation LLC Other ), with principal address (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Chartering Party has authority and resources to establish and grant a formal charter to the Chartered Entity to carry out specified activities and governance functions; and

WHEREAS, the Chartered Entity desires to accept such charter on the terms and subject to the conditions set forth in this Agreement in order to exercise specified authorities, receive funding, and operate under the governance framework described herein; and

WHEREAS, the Parties intend to define the scope of authority, responsibilities, reporting obligations, funding arrangements, and standards of conduct applicable to the Chartered Entity.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, 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 "Charter" means the grant of authority and associated terms set forth in this Agreement, including any schedules, attachments, and appendices executed by the Parties. 1.2 "Effective Date" means the date specified above. 1.3 Other defined terms used in this Agreement shall have the meanings ascribed to them where first used.

2. PURPOSE AND SCOPE

The purpose of the Charter is to authorize the Chartered Entity to undertake the following activities consistent with applicable law and this Agreement:

The scope of the Charter shall be limited to the activities expressly described in this Agreement and any mutually agreed written amendments. The Chartered Entity shall not undertake activities beyond this scope without prior written authorization from the Chartering Party.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated as provided herein.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days following written notice specifying the breach and demanding cure.

3.3 Termination for Convenience. The Chartering Party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the Chartered Entity. In the event of termination, the Parties shall cooperate to wind down activities in an orderly fashion and preserve records as required by Section 6.

4. GOVERNANCE AND DUTIES

4.1 Authority and Limits. The Chartered Entity shall exercise only such powers and authorities as are expressly conferred by this Agreement. The Chartered Entity shall act in good faith, with due care, and in the best interests of fulfilling the Charter.

4.2 Fiduciary Duties. Officers, directors, and managers of the Chartered Entity shall owe fiduciary duties consistent with applicable law and shall avoid conflicts of interest. Any actual or potential conflict must be disclosed in writing to the Chartering Party promptly.

4.3 Reporting. The Chartered Entity shall deliver to the Chartering Party the following reports: monthly operational reports, quarterly financial statements, and an annual compliance statement. Specify custom reporting requirements if any:

5. FUNDING AND FINANCIAL CONTROLS

5.1 Funding. If applicable, the Chartering Party agrees to provide initial funding in the amount of . Disbursement schedule and conditions:

5.2 Financial Controls. The Chartered Entity shall maintain accurate books and records in accordance with generally accepted accounting principles and shall permit the Chartering Party or its designee to audit records upon reasonable notice and during regular business hours.

6. RECORDS, AUDIT AND RETENTION

The Chartered Entity shall retain all records related to performance under this Agreement for a period of and shall provide access to such records to the Chartering Party upon request. All originals of material contracts and agreements executed in connection with this Charter shall be maintained at:

7. CONFIDENTIALITY

Each Party shall hold confidential and not disclose any non-public information designated as confidential by the other Party or reasonably understood to be confidential, except as required by law. Confidential information shall be used solely for the purposes of performing obligations under this Agreement.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement or negligent or willful acts or omissions.

8.2 Limitation. Except for liability arising from willful misconduct or gross negligence, neither Party shall be liable to the other for special, consequential, incidental, or punitive damages.

9. COMPLIANCE WITH LAW

The Parties shall comply with all applicable federal, state and local laws, statutes, rules and regulations in the performance of their obligations under this Agreement, including but not limited to laws governing employment, taxation, data protection, anti-corruption, and public procurement where applicable.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when sent by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice.

11. AMENDMENT, WAIVER, ASSIGNMENT

11.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by duly authorized representatives of both Parties. 11.2 Waiver. No waiver of any breach shall be effective unless in writing. Failure to enforce any provision shall not constitute a waiver of future enforcement. 11.3 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, together with any schedules, attachments and written amendments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. 13.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute valid provision that most nearly effects the Parties' intent.

14. DISPUTE RESOLUTION

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved within thirty (30) days, the dispute shall be submitted to mediation before a mutually agreed mediator. If mediation fails, the Parties may pursue any remedy available at law or in equity in the courts located in the state identified in Section 12.

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 transmitted by facsimile or electronic image shall be binding for all purposes.

ADDITIONAL PROVISIONS

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