Legal Cover Agreement

LEGAL COVER AGREEMENT

This Legal Cover Agreement ("Agreement") is made and entered into as of by and between Party A: , a with principal place of business at (hereinafter "Provider"); and Party B: , a with principal place of business at (hereinafter "Covered Party").

RECITALS

WHEREAS, Provider maintains legal resources and coverage capacity to provide legal representation, counsel retention, reimbursement of approved legal expenses, and related services as set forth in this Agreement; and

WHEREAS, Covered Party desires to obtain from Provider legal cover for specified matters subject to the terms, limitations and conditions in this Agreement; and

WHEREAS, Provider is willing to provide such cover on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Covered Matter" means any claim, investigation, regulatory proceeding or litigation described in Section 2 and accepted by Provider in accordance with the Claims Procedure. The initial description of covered matters is:

1.2 "Approved Counsel" means counsel retained with Provider's prior written approval in accordance with Section 4. Provider's approval shall not be unreasonably withheld where counsel demonstrates appropriate experience and independence.

2. SCOPE OF COVER

2.1 Subject to the terms and limitations of this Agreement, Provider will provide legal cover for Covered Party for the following categories of matters:

2.2 Cover includes (a) payment or reimbursement of Approved Legal Fees and Expenses; (b) coordination of retention of Approved Counsel; and (c) reasonable case management services necessary to present or defend Covered Matters.

3. EXCLUSIONS

3.1 Provider shall have no obligation to provide cover for matters arising from: (a) intentional criminal acts by Covered Party; (b) matters known to Covered Party prior to the Effective Date and not disclosed; (c) contractual disputes between Covered Party and Provider; (d) matters excluded in writing and agreed by the parties. Specific exclusions (if any) are set forth below:

4. CLAIMS NOTICE AND PROCEDURE

4.1 Covered Party must notify Provider in writing of any potential or actual claim promptly and, in any event, within days of becoming aware of the matter. Failure to provide timely notice may result in denial of cover to the extent Provider is prejudiced.

4.2 The notice shall include a reasonable description of the facts, parties involved, and anticipated legal exposure. Provider shall acknowledge receipt of notice within days.

5. COUNSEL SELECTION AND MANAGEMENT

5.1 Provider shall have the right to approve or designate Approved Counsel to handle any Covered Matter. If Provider declines to appoint counsel, Covered Party may propose counsel, subject to Provider's approval, which shall not be unreasonably withheld.

5.2 Approved Counsel shall comply with reasonable billing guidelines supplied by Provider, and shall regularly furnish case status reports and detailed invoices to Provider and Covered Party.

6. FEES, PAYMENTS AND DEDUCTIBLES

6.1 Provider will reimburse or directly pay Approved Legal Fees and Expenses up to the Coverage Limit set forth in Section 7, less any Deductible. Covered Party shall be responsible for any Deductible amount and for fees not approved in writing by Provider.

6.2 Payment terms: Provider shall pay Approved Invoices within days after receipt and approval unless disputed in good faith. Disputed amounts shall be promptly resolved in accordance with Section 13.

7. COVERAGE LIMITS AND DEDUCTIBLE

7.1 Coverage Limit: The total aggregate amount payable by Provider for all Approved Legal Fees and Expenses under this Agreement shall not exceed $ (the "Coverage Limit"), unless otherwise agreed in writing.

7.2 Deductible: Covered Party shall bear a deductible of $ per Covered Matter, payable in accordance with Provider's invoice.

8. TERM AND TERMINATION

8.1 Term: This Agreement shall commence on the Effective Date and continue for an initial term of years, unless earlier terminated in accordance with this Section.

8.2 Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other, provided that termination shall not affect obligations in respect of Covered Matters notified prior to the effective date of termination.

8.3 Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure within days of written notice specifying the breach.

9. CONFIDENTIALITY

9.1 Each party shall keep confidential all non-public information received from the other in connection with this Agreement and shall only use such information for the purposes of performing obligations under this Agreement. Confidential information does not include information that (a) is or becomes public other than by breach of this Agreement, (b) was lawfully obtained from a third party, or (c) is required to be disclosed by law or court order.

10. LIMITATION OF LIABILITY

10.1 Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for indirect, special, consequential or punitive damages, and each party's aggregate liability under this Agreement shall be limited to the Coverage Limit set forth in Section 7.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: , without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations, and agreements, whether written or oral, relating to the subject matter hereof.

13. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable under applicable law, such provision shall be enforced to the maximum extent permissible and the remainder of this Agreement shall remain in full force and effect.

14. AMENDMENTS, WAIVER AND COUNTERPARTS

14.1 No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

14.2 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. Delivery of an executed counterpart by electronic transmission shall be binding.

15. NOTICES

Notices to Provider

Notices to Covered Party

16. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement by negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration in accordance with the arbitration rules agreed by the parties: . Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

ADDITIONAL PROVISIONS

17.1 Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest by way of merger or sale of substantially all assets, provided that such successor assumes all obligations under this Agreement.

17.2 Cooperation: Covered Party shall reasonably cooperate with Provider and Approved Counsel, including providing documents, witness access and factual information necessary to prosecute or defend Covered Matters.

17.3 Records and Audit: Provider may request and Covered Party shall provide reasonably requested documentation to substantiate fees and expenses for which reimbursement is sought. Provider reserves the right to audit invoices and supporting documentation.

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