Legal Cross Application Package

LEGAL CROSS APPLICATION PACKAGE

This Legal Cross Application Package (the Agreement) is entered into as of by and between Client Name: of Address: (Party A), and Client Name: of Address: (Party B).

RECITALS

WHEREAS, each Party is preparing or has prepared one or more applications, filings or submissions described herein (Applications) to permitting, regulatory or other filing authorities; and

WHEREAS, the Parties desire to coordinate the preparation, review, cross-submission, signature authority and allocation of costs related to the Applications in order to avoid duplication, inconsistent representations and to ensure timely filings; and

WHEREAS, each Party represents that it has the authority to enter into this Agreement and to carry out the duties set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

"Application" means any submission, filing, petition, registration or other document prepared for or submitted to any governmental, regulatory or third‑party authority identified in Section 2, including all exhibits, attachments and supporting materials.

"Cross-Application" means the coordinated preparation and submission of an Application by one Party on behalf of, or in conjunction with, the other Party pursuant to the authorization provisions of this Agreement.

2. SCOPE OF CROSS-APPLICATIONS

2.1 Each Party shall provide complete and accurate information necessary for the preparation of Applications. Applications to be included in this cross-application process are identified as follows:

2.2 Each Party agrees to cooperate in good faith in the preparation, execution and submission of Applications. Where one Party submits an Application on behalf of the other, that submitting Party shall act as agent solely for the limited purpose described in the cover letter or submission and only to the extent expressly authorized in writing.

3. AUTHORITY AND SIGNATURES

3.1 Each Party represents and warrants that its execution of this Agreement and the authorization of any cross-submission is within its corporate or legal authority and does not violate any agreement, law or order.

3.2 Where required by the filing authority, Parties shall provide executed powers of attorney or other authorizations. Authorization to sign or certify on behalf of the other Party is limited to the specific Applications and exhibits explicitly noted in the applicable submission cover letter or authorization field below:

3.3 The Parties may deliver limited written authorization by electronic transmission. Any such authorization must be promptly followed by original documents if required by the filing authority.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that:

(a) It has full legal power and authority to enter into and perform this Agreement; and

(b) Information and materials provided for inclusion in any Application will be true, complete and accurate in all material respects as of the date submitted and will not omit any material fact necessary to make the information provided not misleading.

5. CONFIDENTIALITY

5.1 Subject to applicable law and the requirements of any filing authority, each Party shall keep confidential all non-public information exchanged in connection with the Applications and shall not disclose such information except (i) to its employees, consultants and advisors with a need to know, (ii) as required by law, or (iii) as mutually agreed in writing by the Parties.

6. FEES AND COSTS

6.1 Unless otherwise agreed in writing, each Party shall bear its own costs of preparing materials for its respective Applications. Costs directly attributable to joint filings, filing fees and third‑party consultant fees shall be allocated as follows:

7. TERM AND TERMINATION

7.1 This Agreement shall commence on the Effective Date and continue until all Applications described in Section 2 are finally resolved, unless earlier terminated by mutual written agreement or as provided herein.

7.2 Either Party may terminate this Agreement upon written notice to the other if the other Party materially breaches any obligation and fails to cure such breach within days after receipt of notice.

8. NOTICES

All notices, demands and communications required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a Party may designate in writing.

9. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing and signed by the Party granting the waiver, and no waiver shall operate as a waiver of any subsequent default or breach.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT

This Agreement sets forth the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, commitments and understandings relating thereto.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a tribunal of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most nearly achieves the Parties' original intent.

13. COUNTERPARTS

This Agreement 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 transmission shall be valid and binding for purposes of this Agreement.

ADDITIONAL PROVISIONS

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