Legal Courtesy Agreement

LEGAL COURTESY AGREEMENT

This Legal Courtesy Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: , entity type: Individual Corporation LLC , principal address: and Recipient Name: , entity type: Individual Corporation LLC , principal address: . Provider and Recipient are collectively the "Parties."

RECITALS

WHEREAS, Provider is the owner, operator, or authorized custodian of the items, services, facilities, or legal assistance described herein (the "Courtesy Items"); and

WHEREAS, Recipient has requested, and Provider has agreed, to provide limited, nontransferable access to Courtesy Items on the terms and conditions set forth in this Agreement as a gratuitous accommodation and not as consideration for services; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the Courtesy Items and the limited period during which such courtesy will be provided.

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

1. DEFINITIONS

1.1 "Courtesy Items" means the tangible or intangible items, equipment, facilities, documents, data, or services described in Section 2 and in the Description of Courtesy Items field below.

2. DESCRIPTION OF COURTESY ITEMS AND SCOPE

2.1 Provider grants Recipient a non-exclusive, revocable, limited courtesy to use the Courtesy Items solely for the Permitted Purpose described herein and subject to the terms of this Agreement. This grant does not convey any ownership interest, license (except as expressly set forth), or right to transfer the Courtesy Items to third parties.

3. TERM AND TERMINATION

3.1 Term. The courtesy provided under this Agreement commences on Commencement Date: and continues until Termination Date: unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon written notice delivered to the other Party at least days prior to the effective date of termination.

3.3 Immediate Termination. Provider may immediately suspend or terminate Recipient's access to Courtesy Items upon reasonable belief of misuse, breach of this Agreement, or if continuation would present a material risk to Provider, its personnel, or third parties.

4. USE, CARE, AND RETURN

4.1 Recipient shall use reasonable care in the handling, operation, maintenance, and safekeeping of Courtesy Items and shall return them to Provider upon expiration or termination in the same condition as received, ordinary wear and tear excepted.

4.2 Recipient shall not make material modifications, alterations, or repairs to Courtesy Items without Provider's prior written consent and shall not authorize third parties to access, copy, or remove Courtesy Items except as expressly permitted in writing.

5. COMPLIANCE WITH LAW

Recipient shall comply with all applicable laws, regulations, and industry standards in connection with its use of the Courtesy Items and shall obtain any permits or approvals required for the Permitted Purpose at Recipient's sole cost and expense.

6. INSURANCE AND INDEMNIFICATION

6.1 Insurance. If applicable, Recipient shall maintain insurance in commercially reasonable amounts and with insurers reasonably acceptable to Provider covering liability arising from Recipient's use of the Courtesy Items, including, where appropriate, general liability and property insurance in an amount not less than USD per occurrence.

6.2 Indemnification. Recipient shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to Recipient's possession, use, misuse or return of the Courtesy Items, except to the extent caused by Provider's gross negligence or willful misconduct.

7. CONFIDENTIALITY

7.1 Any non-public information, documents, or data provided as part of the Courtesy Items or discovered through use of the Courtesy Items that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information") shall be kept confidential by the receiving Party and used solely for the Permitted Purpose.

7.2 Confidential Information shall not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was rightfully in the receiving Party's possession prior to disclosure, or (c) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

8. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall Provider be liable to Recipient for consequential, incidental, special, punitive or exemplary damages, including lost profits, even if Provider has been advised of the possibility of such damages. Provider's aggregate liability under this Agreement shall not exceed the fair market value of the Courtesy Items at the time of loss or, if applicable, the reasonable costs of repair.

9. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by written notice in accordance with this Section.

10. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment to this Agreement must be in writing and signed by both Parties. No waiver of any provision shall be effective unless in a writing signed by the waiving Party. 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.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the state specified below without regard to choice-of-law rules. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any attachments or documents expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations. If any provision of this Agreement is deemed invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

13.1 Assignment. Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes the assigning Party's obligations.

13.2 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship between the Parties.

ATTACHMENTS

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