Legal Facilitation Agreement

LEGAL FACILITATION AGREEMENT

This Legal Facilitation Agreement (the "Agreement") is entered into as of Date: by and between Client Name: with principal address: , and Facilitator Name: with principal address: .

RECITALS

WHEREAS, Client requires coordination and facilitation of certain legal, administrative and related activities including, as applicable, intake coordination, scheduling of counsel, document exchange, and procedural facilitation (collectively, the "Services");

WHEREAS, Facilitator has represented that it has the experience and personnel necessary to provide the Services and is willing to provide such Services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the delivery, payment and confidentiality of the Services.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Confidential Information" means non-public business, financial, technical and personnel information disclosed by one party to the other, whether oral, written or electronic, and marked or identified as confidential or that reasonably should be understood to be confidential. "Deliverables" means tangible items, reports, schedules or documents prepared by Facilitator pursuant to this Agreement.

2. SCOPE OF SERVICES

2.1 Services. Facilitator shall perform the Services described in the attached Scope of Services and as further specified in writing by the parties from time to time. The principal tasks include coordination of legal providers, arranging meetings, managing document exchange, tracking deadlines and producing periodic status reports to Client.

2.2 Performance Standard. Facilitator shall perform the Services in a timely, professional and workmanlike manner consistent with industry standards for similar facilitation services. Facilitator does not provide legal advice and shall not act as attorney of record unless separately agreed in writing.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on Commencement Date: and shall continue for Term Length: unless earlier terminated pursuant to this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing written notice to the other party at least Notice Period (days): days prior to the effective termination date.

3.3 Termination for Cause. Either party may terminate immediately upon material breach by the other party that remains uncured for Cure Period (days): days after receipt of written notice specifying the breach.

4. FEES, PAYMENT AND EXPENSES

4.1 Fees. Client shall pay Facilitator the fees set forth below and in any statement of work. Compensation shall be Fee Amount: $ subject to the terms of this Agreement.

4.2 Expenses. Client shall reimburse Facilitator for reasonable, preapproved out-of-pocket expenses incurred in performing the Services. Expense Cap: $ per month unless otherwise agreed in writing.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each party shall maintain the confidentiality of the other's Confidential Information and shall not disclose it to any third party except as required by law or to its employees, contractors or agents who need access to perform this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

5.2 Duration. The obligations of confidentiality shall continue for Confidentiality Period (years): years following termination or expiration of this Agreement.

6. LIMITATION OF AUTHORITY; NO LEGAL REPRESENTATION

6.1 Limited Authority. Facilitator is retained to provide facilitation services only. Facilitator shall not enter into any settlement, provide legal advice, execute legal instruments on behalf of Client, or otherwise act as Client's legal representative unless expressly authorized in a separate written agreement signed by both parties.

6.2 Independent Legal Counsel. Client acknowledges and agrees that Facilitator is not a law firm and that Client should seek independent legal counsel for legal advice. The provision of facilitation services under this Agreement shall not create an attorney-client relationship between Facilitator and Client.

7. RECORDS; AUDIT

Facilitator shall maintain complete and accurate records regarding the Services, fees billed and expenses incurred. Client may, upon reasonable prior notice and during normal business hours, inspect records related to the Services for purposes of verifying fees and expenses.

8. INDEMNIFICATION

8.1 Indemnity by Client. Client shall indemnify, defend and hold harmless Facilitator and its officers, directors, employees and agents from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Client's instructions, documents provided by Client, or Client's misuse of the Services, except to the extent such claims result from Facilitator's gross negligence or willful misconduct.

8.2 Indemnity by Facilitator. Facilitator shall indemnify Client for third-party claims directly resulting from Facilitator's gross negligence or willful misconduct in performing the Services.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED Liability Cap: $ .

10. INSURANCE

Facilitator shall maintain commercially reasonable insurance coverage appropriate to its business operations, including professional liability insurance. Upon request, Facilitator shall provide certificates evidencing insurance coverage.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this Section.

12. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within thirty (30) days, the parties agree to mediate under mutually agreeable procedures. If mediation fails to resolve the dispute, the parties agree that final resolution shall be by binding arbitration administered in the seat of arbitration specified below, unless otherwise mutually agreed in writing.

13. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in a written instrument signed by both parties. The failure of either party to exercise any right under this Agreement shall not constitute a waiver of such right.

14. COUNTERPARTS; ENTIRE AGREEMENT; SEVERABILITY

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. This Agreement, including any attachments and statements of work incorporated by reference, constitutes the entire agreement 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 to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Independent Contractor. Facilitator is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship.

15.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

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