Legal Filing Agreement

LEGAL FILING AGREEMENT

This Legal Filing Agreement ("Agreement") is entered into as of by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Provider").

RECITALS

WHEREAS, Client requires preparation and filing of specified documents in connection with ;

WHEREAS, Provider represents that it has the experience and authority to prepare, review and submit such filings to the appropriate governmental or judicial authority in the jurisdiction of ; and

WHEREAS, the parties desire to set forth their respective rights and obligations concerning the preparation, execution and delivery of such filings.

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

1. SCOPE OF SERVICES

1.1 Services. Provider shall prepare, review and file the documents described as:

1.2 Filing Authority. Provider will submit filings to the appropriate authority in in a commercially reasonable manner consistent with applicable rules and procedures.

1.3 Delivery and Execution. Provider may require Client signatures on original documents. Client shall execute and return such documents within calendar days of Provider's request to avoid delay.

2. CLIENT RESPONSIBILITIES

2.1 Cooperation. Client shall provide all information, documents, certifications and authorizations reasonably necessary for Provider to perform the Services. Client warrants that all information provided is true, accurate and complete.

2.2 Authority. Client represents and warrants that it has the full power and authority to retain Provider and to authorize the filing and execution of the documents described in this Agreement.

3. FEES, EXPENSES AND PAYMENT

3.1 Fees. Client agrees to pay Provider professional fees for the Services in the amount of plus filing fees and disbursements.

3.2 Filing Fees and Disbursements. All government filing fees and third-party costs incurred by Provider will be billed to Client as expenses and are due upon receipt of invoice.

3.3 Payment Terms. Invoices are due within days of invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. TERM AND TERMINATION

4.1 Term. This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated in accordance with this Section.

4.2 Termination. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure within days of receipt of notice. Termination shall not relieve Client of the obligation to pay for Services rendered and costs incurred prior to termination.

5. CONFIDENTIALITY

5.1 Obligation. Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement and shall not disclose such information except to fulfill obligations under this Agreement or as required by law.

5.2 Exceptions. Confidentiality obligations do not apply to information that is or becomes publicly known through no wrongful act of the receiving party or is independently developed by the receiving party.

6. CONFLICTS, AUTHORIZATION AND RECORDS

6.1 Conflicts. Provider shall disclose any actual or potential conflict of interest reasonably known at the time of engagement. Client acknowledges that Provider may represent others in unrelated matters.

6.2 Authorization. Client authorizes Provider to sign routine filings on Client's behalf where permitted by applicable rules and to receive correspondence and filing receipts related to the Services.

7. REPRESENTATIONS AND WARRANTIES

7.1 Client Representations. Client represents and warrants that all information supplied to Provider is true, complete and not misleading and that Client has the full power and authority to enter into this Agreement.

7.2 Provider Representations. Provider represents that it will perform the Services with reasonable skill and care in accordance with standard professional practices.

8. INDEMNIFICATION

8.1 Client Indemnity. Client shall indemnify, defend and hold Provider harmless from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, any inaccuracy in Client's representations, or Client's failure to provide required information.

8.2 Provider Indemnity. Provider shall indemnify Client for losses caused by Provider's gross negligence or willful misconduct in performing the Services.

9. LIMITATION OF LIABILITY

9.1 Limitation. Except for liability arising from gross negligence, willful misconduct or fraud, in no event shall either party be liable to the other for punitive, incidental, special or consequential damages. Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

10. 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 specify by written notice in accordance with this Section.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended only by a written instrument executed by both parties.

11.2 Waiver. Failure or delay by either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision.

11.3 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.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

13. MISCELLANEOUS

13.1 Independent Contractor. Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership or agency relationship between the parties except as expressly set forth herein.

13.2 Record Retention. Provider shall retain copies of filed documents and related work product for a period of unless law requires a different period.

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