Legal EDGAR Agreement

LEGAL EDGAR AGREEMENT

This Legal EDGAR Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , an entity organized as Corporation LLC Other , formed under the laws of , with its principal place of business at (hereafter "Client"), and Provider Name: , an entity organized as Corporation LLC Other , formed under the laws of , with its principal place of business at (hereafter "Provider").

RECITALS

WHEREAS, Client prepares and furnishes periodic and current reports, registration statements, and other documents that must be filed electronically through the Electronic Data Gathering, Analysis, and Retrieval system known as EDGAR; and

WHEREAS, Provider offers services to prepare, format, assemble, and transmit filings to EDGAR, and to manage EDGAR access credentials on behalf of clients, subject to the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations concerning Provider's performance of EDGAR-related services and the handling of Client Confidential Information.

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

1. DEFINITIONS

1.1 "EDGAR Credentials" means any usernames, passwords, codes, keys, tokens, or other authentication mechanisms used to access EDGAR on behalf of Client. "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including draft filings and underlying data.

2. SCOPE OF SERVICES

2.1 Provider shall, as requested by Client and pursuant to Client's instructions, prepare, format, assemble and transmit filings to EDGAR (the "Services"). Provider shall use commercially reasonable efforts to ensure that filings conform to EDGAR technical requirements and specified SEC filing formats.

2.2 Provider shall not, unless authorized in writing by Client, change substantive content of any filing or represent that Provider provides legal advice. Client acknowledges that Provider's role is technical and administrative unless Provider separately provides legal services under a separate engagement.

3. CLIENT RESPONSIBILITIES

3.1 Client shall provide Provider with complete and accurate materials, including financial statements, exhibits, and certification language, in the form and within the time periods required for Provider to perform the Services. Client remains solely responsible for the accuracy and legal sufficiency of all substantive content in filings.

3.2 Client authorizes Provider to use Client's EDGAR Credentials for the sole purpose of performing the Services, and shall promptly notify Provider of any change in authorized signatories or filing authority.

4. SECURITY; HANDLING OF EDGAR CREDENTIALS

4.1 Provider will implement and maintain administrative, technical, and physical safeguards reasonably designed to protect EDGAR Credentials and Confidential Information from unauthorized access, disclosure, alteration, or destruction.

4.2 Provider shall store EDGAR Credentials in encrypted form and shall restrict access to those personnel with a demonstrated need to perform the Services. Provider shall notify Client promptly upon discovery of any unauthorized access or suspected compromise of EDGAR Credentials.

5. CONFIDENTIALITY

5.1 Each party shall hold Confidential Information of the other in strict confidence and shall not disclose such information to any third party except as necessary to perform obligations under this Agreement or as required by law. The receiving party shall use at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 The obligations in this Section shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to receipt; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Client represents that the materials provided to Provider will not infringe the intellectual property or other rights of any third party.

6.2 Provider represents that it will perform the Services in a professional and workmanlike manner consistent with industry standards.

7. INDEMNIFICATION

7.1 Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence, willful misconduct, or breach of its confidentiality or security obligations under this Agreement, except to the extent such claims arise from Client's directions, misrepresentations, or materially inaccurate information supplied to Provider.

7.2 Client shall indemnify, defend and hold harmless Provider from any claims arising from Client's failure to provide complete and accurate filing information or from Client's decision to file content contrary to Provider's recommended technical corrections.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTION 5 (CONFIDENTIALITY) OR SECTION 4 (SECURITY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PROVIDER BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

9. FEES AND PAYMENT

9.1 Client shall pay Provider fees in accordance with the fee schedule set forth below or in an attached statement of work. Unless otherwise agreed in writing, Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in connection with the Services.

10. TERM AND TERMINATION

10.1 This Agreement shall commence on the Effective Date and continue until terminated by either party upon thirty (30) days' prior written notice. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice or upon insolvency of the other party.

10.2 Upon termination, Provider shall, at Client's election, return or securely destroy Client Confidential Information and shall cooperate to transfer EDGAR Credentials and any pending filings in progress, subject to payment for Services rendered to the date of termination.

11. AUDIT; RECORDS

Client may, upon reasonable notice and during normal business hours, audit Provider's relevant records to verify compliance with Provider's security and confidentiality obligations; such audit shall be subject to reasonable confidentiality protections and not to unreasonably interfere with Provider's operations.

12. NOTICES

All notices, requests, consents and other communications under this Agreement must be in writing and delivered to the addresses below (or to such other address as a party may designate by notice).

13. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver.

14. GOVERNING LAW; FORUM

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. 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. Delivery of an executed counterpart by electronic means shall be effective as delivery of an original.

17. ADDITIONAL TERMS

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