Legal Coalition Agreement

LEGAL COALITION AGREEMENT

This Legal Coalition Agreement ("Agreement") is entered into as of by and between Party A: , an entity organized as Individual Corporation LLC Other , with principal place of business at ; and Party B: , an entity organized as Individual Corporation LLC Other , with principal place of business at . Each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties desire to cooperate and coordinate certain legal, advocacy, litigation, administrative and public policy efforts relating to (the "Matter"); and

WHEREAS, the Parties desire to establish a framework for collective decision-making, cost-sharing, confidentiality, allocation of responsibilities, and the handling of intellectual property and public statements arising from such cooperation; and

WHEREAS, the Parties intend that this Agreement set forth the rights and obligations of each Party while preserving the ability of each Party to protect its individual interests consistent with this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement have the meanings set forth in this Section. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. "Coalition" means the cooperation arrangement among the Parties set forth in this Agreement. Additional defined terms used in this Agreement shall be given the meanings set forth where they first appear.

2. PURPOSE

The purpose of the Coalition is to coordinate efforts, share information, and allocate costs and responsibilities for the Matter. The Coalition shall not create a partnership, joint venture, or agency relationship for any purpose except as expressly set forth in this Agreement.

3. COALITION GOVERNANCE

3.1 Leadership. The Parties designate the lead representative for the Coalition as: Lead Representative Name: , Contact Title: , Email/Phone: .

3.2 Meetings and Records. The Lead Representative shall convene coalition meetings as needed and shall maintain meeting minutes and a record of decisions. Such records shall be made available to the Parties upon reasonable request, subject to confidentiality obligations herein.

4. CONTRIBUTIONS AND ALLOCATION OF COSTS

4.1 Budget and Contributions. The Lead Representative shall prepare and present a proposed budget for Coalition activities. Each Party shall contribute its agreed share of costs and expenses. Agreed initial contribution for Party A: and for Party B: .

4.2 Disbursement. All disbursements from coalition funds shall be made pursuant to written authorization by the Lead Representative or as otherwise approved in writing by the Parties.

5. DECISION MAKING; VOTING

5.1 Voting. Unless otherwise agreed in writing, routine coalition decisions shall require a majority vote of Parties, and material decisions including settlement, dismissal, or admission of liability shall require unanimous written consent of Parties holding at least % of voting power as allocated among the Parties.

5.2 Allocation of Voting Power. Voting power shall be allocated as follows: Party A allocation: % ; Party B allocation: %.

6. CONFIDENTIALITY

6.1 Protection. Each Party shall hold in confidence and not disclose Confidential Information except as necessary to perform its obligations under this Agreement, or as required by law, provided that the disclosing Party is given prompt notice and an opportunity to seek protective measures.

6.2 Exceptions. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving Party, is rightfully received from a third party, or is independently developed by the receiving Party without use of Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Except as expressly provided in writing, each Party retains ownership of its preexisting intellectual property. Jointly created materials or documents prepared by the Coalition will be owned as agreed in writing by the Parties; absent agreement, such materials will be owned jointly in proportion to the Parties' financial contributions to the creation of the materials.

7.2 License. Each Party grants to the Coalition and the other Parties a non-exclusive, royalty-free license to use intellectual property contributed to the Coalition for the Matter, subject to confidentiality and other restrictions set forth herein.

8. PUBLIC STATEMENTS

No Party shall issue or authorize any public statement, press release, or other public communication concerning the Matter or the Coalition without the prior written approval of the Parties in accordance with the decision-making provisions of this Agreement, except as required by law.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the effective date set forth above and shall continue until the earlier of (a) conclusion of the Matter, (b) mutual written agreement of the Parties, or (c) termination by a Party upon thirty (30) days' prior written notice.

9.2 Effect of Termination. Termination shall not relieve any Party of obligations incurred prior to termination, including payment obligations and confidentiality obligations, which shall survive termination in accordance with this Agreement.

10. INDEMNIFICATION; LIABILITY

10.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement.

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

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the designated notice contact for each Party. Party A notice contact:

Party B notice contact:

12. AMENDMENTS AND WAIVER

No amendment to this Agreement will be effective unless in writing and executed by authorized representatives of each Party. No waiver of any breach will be effective unless in writing and signed by the waiving Party. A waiver of any breach shall not be construed as a waiver of any other breach.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: . The Parties agree that venue for any dispute shall be the courts located in the selected jurisdiction unless otherwise agreed in writing.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

14.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

14.2 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced with a valid provision that most closely approximates the Parties' intent.

14.3 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. Facsimile, electronically scanned, or other electronic signatures shall be deemed original signatures for all purposes.

15. MISCELLANEOUS

The Parties acknowledge that each has had the opportunity to review and negotiate this Agreement and that any rule of construction that ambiguities shall be resolved against the drafter shall not apply. The headings in this Agreement are for convenience only and shall not affect interpretation.

Sign Now