Legal Conflicts Document

LEGAL CONFLICTS DOCUMENT

This Legal Conflicts Document (the Agreement) is made and entered into as of Effective Date: by and between Party A: , an entity of type Individual Corporation Other, with principal address ; and Party B: , an entity of type Individual Corporation Other, with principal address .

Recitals

WHEREAS, the parties have identified a matter or matters that may give rise to a legal conflict of interest, divided loyalty, or a potential appearance of impropriety in connection with current or proposed representation, transaction, or advisory role; and

WHEREAS, the parties desire to document the nature of any actual or potential conflicts, to allocate rights and remedies, and to establish a binding procedure for disclosure, waiver, resolution, and confidentiality in order to avoid future disputes regarding conflicts;

WHEREAS, each party acknowledges that the disclosure provided herein is made to permit informed decision-making and to establish the parties' express agreements regarding any permitted continuing involvement notwithstanding such conflicts.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

In this Agreement, the following capitalized terms shall have the meanings set forth below. "Conflict" means any actual or potential situation identified in Section 2 that could materially affect the duties, loyalties, or independent judgment of a party or its representatives. "Disclosure" means the written description of a Conflict provided pursuant to Section 2. Terms not otherwise defined herein shall be given their ordinary meaning under applicable law.

2. Disclosure of Conflicts

Each party shall fully disclose in writing any actual or potential Conflict of which it has knowledge. The parties hereby make the following initial disclosure describing the nature and parties to the Conflict:

The disclosing party represents that the Disclosure is true and complete to the best of its knowledge as of the Effective Date. The parties agree to update any Disclosure promptly upon discovery of material additional information.

3. Waiver and Consent

To the extent permitted by law, each party hereby knowingly and voluntarily waives any conflict-based challenge to the matters identified in the Disclosure and consents to the continued representation or involvement described in the Disclosure, subject to the terms of this Agreement. The parties indicate consent by checking the applicable boxes below and by executing this Agreement.

Party A consents: I consent      Party B consents: I consent

4. Resolution Procedure

If a dispute arises regarding whether a disclosed matter constitutes a Conflict or whether the applicable waiver remains valid, the parties agree first to attempt good-faith negotiation between designated representatives. If negotiation fails within thirty (30) days, the parties shall submit the dispute to non-binding mediation unless the parties agree in writing to binding arbitration.

Selected dispute resolution method: Mediation Arbitration If arbitration is selected, the parties agree that the arbitrator shall apply the substantive law identified in Section 11 and may grant any relief that would be available in a court of competent jurisdiction.

5. Confidentiality

All communications, documents, and information exchanged in connection with disclosure, waiver, and resolution of Conflicts shall be treated as confidential and shall not be disclosed to third parties except: (a) as required by law or court order; (b) to a party's legal counsel or insurance provider under a duty of confidentiality; or (c) as otherwise expressly permitted in writing by the other party. This obligation survives termination of this Agreement for a period of five (5) years.

6. Representations and Warranties

Each party represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) execution and performance of this Agreement will not violate any material agreement to which it is a party; and (c) the Disclosure is accurate and complete to the best of its knowledge. Such representations and warranties are continuing and survive execution of this Agreement.

7. Indemnification

Each party (Indemnitor) agrees to indemnify, defend and hold harmless the other party (Indemnitee) from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of Indemnitor's breach of its representations, warranties, covenants, or willful misconduct in connection with any disclosed Conflict.

8. Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, fraud, or breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, punitive, or exemplary damages arising out of this Agreement, whether in contract, tort, strict liability, or otherwise.

9. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the later of: (a) resolution of all Conflicts disclosed herein; or (b) written agreement of the parties to terminate. Any party may terminate this Agreement for material breach by the other party upon thirty (30) days' prior written notice and an opportunity to cure.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the following addresses by certified mail, overnight courier, or personal delivery. Notice is effective upon receipt.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to choice-of-law principles that would apply the laws of another jurisdiction. Governing law jurisdiction:

12. Entire Agreement

This Agreement, together with any Disclosure attached or incorporated by reference, constitutes the entire agreement between the parties with respect to conflicts and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating to such subject matter.

13. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that reasonably achieves the parties' original intent.

14. Amendments and Waiver

Any amendment or modification of this Agreement must be in writing and signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, and no waiver shall be effective unless in writing and signed by the waiving party.

15. Counterparts and Electronic Signatures

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 effective to bind the signing party and shall have the same force and effect as original signatures.

The parties have executed this Agreement through their duly authorized representatives as of the dates set forth below.

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