Legal Court Addendum

LEGAL COURT ADDENDUM

This Legal Court Addendum (the "Addendum") is made effective as of Effective Date: by and between Party A Name: with address: and Party B Name: with address: .

Recitals

WHEREAS, Party A and Party B are parties to an underlying agreement titled , dated (the "Underlying Agreement");

WHEREAS, a court proceeding identified as Court: , Case No.: , Judge: , was filed on Filing Date: ; and

WHEREAS, the parties desire to supplement their obligations under the Underlying Agreement with respect to court filings, cooperation, notice and allocation of fees and costs in relation to the referenced proceeding.

NOW, THEREFORE, in consideration of the mutual promises set forth below and other good and valuable consideration, the parties agree as follows:

1. Definitions

For purposes of this Addendum, the following terms have the meanings set forth below. "Action" means the court proceeding identified in the Recitals. "Confidential Material" means any document or information designated confidential by a party or subject to a lawful protective order.

2. Scope and Purpose

This Addendum governs the parties' obligations in relation to the Action, including but not limited to filing and service obligations, cooperation in discovery and trial preparation, allocation of fees and costs, confidentiality of court filings, and approval of settlements that affect the rights or obligations under the Underlying Agreement.

3. Court Filings and Responsible Party

3.1 Lead Counsel. Unless otherwise agreed in writing, Lead Counsel for the Action shall be designated by Party A: Lead Counsel Name: . Lead Counsel shall be responsible for filing core pleadings, motions and scheduling matters, subject to Sections 3.3 and 7.

3.2 Filing Responsibility. Each party shall promptly provide the other party with drafts of any substantive court filing that materially affects the other party's rights under the Underlying Agreement at least Seven (7) calendar days prior to filing when practicable. If shorter time is required by court deadline, the party required to file shall give notice and provide the other party as much time as practicable to review.

4. Cooperation and Discovery

4.1 Cooperation. The parties agree to cooperate in discovery and trial preparation, including timely production of documents, identification of witnesses, and coordination of depositions. Each party shall preserve relevant evidence and take reasonable steps to avoid spoliation.

4.2 Privilege and Work Product. Production of privileged or work-product material shall not constitute a waiver if made inadvertently; the producing party shall promptly notify the receiving party and seek a return or clawback in accordance with the applicable rules of the court.

5. Confidentiality and Public Filings

5.1 Sealing and Redaction. If a party believes that material to be filed should be sealed or redacted to protect Confidential Material, that party shall seek appropriate relief from the court in accordance with applicable law and rules. Parties shall consult in good faith before filing to minimize disputes.

5.2 Public Statements. Except as required by law or court order, neither party shall make public statements or press releases that materially disparage the other party with respect to the Action without prior written approval.

6. Costs, Fees and Allocation

6.1 Allocation of Fees. Unless otherwise agreed in writing, each party shall bear its own attorneys' fees and costs incurred in the Action. Notwithstanding the foregoing, if a final court order allocates fees or costs to a party, that allocation shall control.

6.2 Advance Costs. If one party advances litigation costs on behalf of the other, repayment terms shall be memorialized in writing and may include interest at a commercially reasonable rate.

7. Settlement and Approval

7.1 Settlement Authority. No settlement, compromise, or dismissal of any claim that would materially alter rights or obligations under the Underlying Agreement may be entered into without the prior written consent of both parties, which consent shall not be unreasonably withheld.

7.2 Allocation of Proceeds. Any monetary recovery shall be allocated between the parties in accordance with the Underlying Agreement or, if no allocation exists, as agreed in writing prior to settlement.

8. Preservation of Rights

8.1 Reservation. Except as expressly modified by this Addendum, all rights, remedies and defenses of each party at law or in equity are reserved. Nothing in this Addendum shall be construed to waive any privilege, defense, or statute of limitations except by an express written waiver signed by the waiving party.

9. Notices

Notice to Party A

Notice to Party B

10. Amendments

This Addendum may be amended or modified only by a written instrument signed by both parties. No oral modification shall be effective.

11. Waiver

The failure of a party to insist upon strict performance of any provision of this Addendum shall not be construed as a waiver of any right or remedy under this Addendum.

12. Governing Law

This Addendum shall be governed by and construed in accordance with the substantive laws of the State of , without regard to choice-of-law principles.

13. Entire Agreement

This Addendum, together with the Underlying Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, relating to the subject matter of this Addendum.

14. Severability

If any provision of this Addendum is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Addendum shall remain in full force and effect and shall be interpreted so as to give effect to the parties' intent.

15. Counterparts; Electronic Signatures

This Addendum 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 means that evidence an intent to sign shall be binding.

16. Exhibits and Attachments

The parties may attach exhibits listing filings, docket entries, protective orders, or other documents relevant to the Action. Any exhibit attached and signed by the parties shall be incorporated by reference.

Optional Provisions: Jury Trial Waiver: By checking this box, the signing party waives any right to a jury trial in the Action to the extent permitted by law.

The parties represent and warrant that they have authority to execute this Addendum and that the persons signing below are authorized representatives of the respective parties.

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