Legal Deal Paperwork Agreement

LEGAL DEAL PAPERWORK AGREEMENT

This Legal Deal Paperwork Agreement (the Agreement) is made effective as of Effective Date: , by and between Party A Name: , an entity organized as , with principal place of business at ; and Party B Name: , an entity organized as , with principal place of business at . Party A and Party B are each referred to herein as a Party and collectively as the Parties.

RECITALS

WHEREAS, Party A desires the preparation, negotiation and delivery of certain deal documents, agreements and ancillary paperwork necessary to effectuate a proposed transaction described below (the Deal Paperwork); and

WHEREAS, Party B has the experience, expertise and capacity to prepare and deliver Deal Paperwork, and is willing to provide such services to Party A subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the preparation, delivery and usage of the Deal Paperwork.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Deal Paperwork" means all drafts, final documents, schedules, exhibits, closing checklists, instruments, and other written materials prepared by or on behalf of Party B for the benefit of Party A in connection with the transaction(s) described in the description_of_transaction field below.

2. SCOPE OF SERVICES

2.1 Party B will prepare, review, revise and deliver the Deal Paperwork described in Section 1 in a professional manner consistent with prevailing standards for similar transactions. Party B's obligations shall include reasonable revisions requested by Party A prior to any agreed closing date.

2.2 Delivery Schedule: Party B shall deliver initial drafts by and final executed documents no later than , unless otherwise agreed in writing.

3. CONSIDERATION AND PAYMENT

3.1 As consideration for the services, Party A shall pay Party B the fee set forth below in accordance with the payment schedule. All fees are exclusive of any applicable taxes, duties or governmental charges for which the paying Party is responsible.

4. CONFIDENTIALITY

4.1 Each Party acknowledges that in the course of performing under this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential.

4.2 Each receiving Party shall: (a) hold Confidential Information in confidence and not disclose it to any third party except as permitted herein; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure, which measures shall be no less than those it uses to protect its own confidential materials.

4.3 Confidential Information shall not include information which: (a) is or becomes generally known to the public through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) must be disclosed pursuant to law or valid order of a court or governmental agency, provided the disclosing Party gives prompt notice to the other Party to permit it to seek protective measures.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants to the other that: (a) it has the full power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement has been duly authorized; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

5.2 Party B further represents that the Deal Paperwork will be prepared in a manner consistent with applicable law and professional standards, but Party B does not warrant that any regulatory body or third party will accept or approve any Deal Paperwork unless expressly agreed in writing.

6. INTELLECTUAL PROPERTY

6.1 All original documents and materials created by Party B specifically for Party A under this Agreement shall be deemed Work Product. Unless otherwise agreed in writing, Party A shall have a perpetual, royalty-free license to use the Work Product for the purpose of completing the transaction for which it was prepared. Party B retains the right to use general skills, know-how and experience acquired during performance.

7. INDEMNIFICATION

7.1 Each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the Indemnified Party) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim to the extent caused by the Indemnifying Party's breach of this Agreement, willful misconduct or negligent acts.

7.2 The Indemnified Party shall promptly notify the Indemnifying Party of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume the defense of such claim with counsel of its choosing; provided that the Indemnified Party may participate in the defense at its expense.

8. LIMITATION OF LIABILITY

8.1 Except for liabilities arising from a Party's gross negligence, willful misconduct, or indemnification obligations under Section 7, in no event shall either Party be liable to the other for consequential, indirect, punitive or special damages. The aggregate liability of either Party for any claim arising under this Agreement shall not exceed .

9. TERM AND TERMINATION

9.1 This Agreement shall commence on the Effective Date and shall continue until the earlier of (a) completion of the obligations set forth herein, or (b) termination by either Party upon days' prior written notice to the other Party. Termination shall not relieve either Party of obligations accrued prior to termination.

10. NOTICES

10.1 All notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as the receiving Party may have designated by notice to the sending Party in accordance with this Section. Notices shall be deemed given upon delivery if delivered by hand, three (3) business days after deposit in the mail if sent by certified mail, or one (1) business day after delivery to a nationally recognized overnight courier.

11. AMENDMENT; WAIVER

11.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

13.1 This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. 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. Electronic or facsimile signatures shall be binding for all purposes.

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