Legal Duties Agreement

LEGAL DUTIES AGREEMENT

This Legal Duties Agreement (the "Agreement") is made as of Effective Date: by and between Party A: , an entity of type with principal place of business at (the "Duties Provider"), and Party B: , an entity of type with principal place of business at (the "Recipient").

RECITALS

WHEREAS, the Duties Provider has specialized knowledge, skills, or responsibilities and is willing to perform certain duties for the Recipient under the terms set forth in this Agreement; and

WHEREAS, the Recipient desires to engage the Duties Provider to perform such duties, and the Duties Provider is willing to accept such engagement subject to the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights, obligations, and remedies with respect to the performance of those duties.

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

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information, whether written, oral, electronic or otherwise, disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financial data, customer information, and technical information. Confidential Information does not include information that is or becomes publicly available through no wrongful act of the receiving party, or that is rightfully received from a third party without restriction.

1.2 "Duties" means the tasks, responsibilities and obligations described in Section 2 and any Statement of Work or scope document incorporated into this Agreement.

2. APPOINTMENT AND SCOPE OF DUTIES

2.1 Appointment. The Recipient hereby engages the Duties Provider to perform the Duties and the Duties Provider accepts such engagement subject to the terms of this Agreement.

2.3 Compliance with Law. The Duties Provider shall perform the Duties in accordance with applicable laws, rules and regulations and shall obtain and maintain all permits, licenses and authorizations required to perform the Duties.

3. STANDARD OF CARE; PERFORMANCE

The Duties Provider shall perform the Duties with the degree of skill, care, and diligence that is consistent with industry standards for similar services and shall assign personnel with appropriate qualifications. The Duties Provider shall notify the Recipient promptly of any known or suspected breach of this Agreement or any event that materially impairs performance.

4. CONFIDENTIALITY

4.1 Non-Disclosure. Each party agrees to hold Confidential Information of the other party in strict confidence and not to disclose such information except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

4.2 Permitted Disclosures. A receiving party may disclose Confidential Information to the extent required by law or court order, provided the receiving party gives the disclosing party prompt written notice and, if feasible, cooperates in seeking a protective order or other appropriate remedy.

4.3 Survival. The confidentiality obligations under this Section shall survive termination of this Agreement for a period of three (3) years, or longer if required to protect trade secrets under applicable law.

5. CONFLICTS OF INTEREST

The Duties Provider represents that, to the best of its knowledge, no conflict of interest exists with respect to its performance of the Duties. The Duties Provider shall promptly disclose to the Recipient any actual or potential conflict of interest that arises during the Term and shall take such steps as are reasonably necessary to mitigate or eliminate such conflict.

6. COMPENSATION AND EXPENSES

7. TERM AND TERMINATION

7.1 Term. The term of this Agreement will commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

7.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

7.3 Termination for Convenience. Either party may terminate this Agreement without cause upon sixty (60) days' prior written notice to the other party.

8. RETURN OF PROPERTY; RECORDS

Upon termination or expiration of this Agreement, the Duties Provider shall promptly return or destroy all Confidential Information and other property of the Recipient and shall provide written certification of such return or destruction upon the Recipient's request. The Duties Provider shall maintain accurate records of performance and expenses related to the Duties and shall provide copies upon reasonable request.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law in connection with the performance of the Duties.

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence or breaches of confidentiality or indemnification obligations, neither party shall be liable for incidental, consequential, punitive or special damages. The aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed .

11. INSURANCE

The Duties Provider shall maintain insurance coverage appropriate to the Duties, including commercial general liability and professional liability insurance in amounts reasonable for the services provided. Upon request, the Duties Provider shall provide certificates evidencing such coverage.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a party designates by written notice.

13. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by duly authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party, and no waiver shall constitute a waiver of any other or subsequent breach.

14. ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or other change of control so long as the assignee assumes all obligations hereunder.

15. GOVERNING LAW; VENUE

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. The parties consent to the exclusive jurisdiction and venue of federal and state courts located in that state for any dispute arising out of this Agreement.

16. ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable, and the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

18. COUNTERPARTS

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. Facsimile or electronically transmitted signatures shall be deemed original signatures for all purposes.

19. REMEDIES

The parties acknowledge that monetary damages may be an inadequate remedy for breach of certain obligations under this Agreement, including confidentiality and non-disclosure obligations, and therefore either party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

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