Legal Freezing Agreement

LEGAL FREEZING AGREEMENT

THIS LEGAL FREEZING AGREEMENT (the "Agreement") is entered into as of by and between Client Name: , Entity Type: , Address: (hereinafter the "Freezing Party"), and Client Name: , Entity Type: , Address: (hereinafter the "Frozen Party").

Recitals

WHEREAS, the Freezing Party asserts that certain assets, accounts, documents and rights are directly or indirectly related to claims between the parties or are otherwise at risk of dissipation (the "Assets"); and

WHEREAS, to preserve the status quo and to avoid irreparable harm pending resolution of disputes between the parties, the parties desire to enter into a legally binding undertaking to freeze specified Assets on the terms set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement shall be enforceable as a contract and may be enforced by injunctive or other equitable relief if necessary.

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

1. Definitions

1.1 "Assets" means all property, funds, accounts, investment interests, instruments, documents, and other rights specified in Schedule A attached hereto and any proceeds, substitutions or replacements thereof.

1.2 "Effective Date" means the date set forth in the introductory paragraph of this Agreement.

2. Scope of Freeze

2.1 Freeze Covenant. From the Effective Date and for the duration specified in Section 4, the Frozen Party covenants and agrees that it shall not, directly or indirectly, transfer, assign, encumber, pledge, sell, remit, withdraw, dissipate, conceal, or otherwise dispose of or reduce the value of any of the Assets, except as expressly permitted by this Agreement or by prior written consent of the Freezing Party.

2.2 Preservation of Records. The Frozen Party shall preserve all books, records, correspondence, electronic files and other documents relating to the Assets and shall not destroy, alter or conceal any such records.

3. Assets and Schedule

3.1 Schedule A. Assets subject to the freeze are described in Schedule A. The description in Schedule A is intended to be sufficiently specific to identify the Assets; to the extent additional information is necessary, the Frozen Party shall promptly provide explanatory documentation upon reasonable request.

4. Duration

4.1 Term. This Agreement shall commence on the Effective Date and shall remain in effect until unless earlier terminated in writing by mutual agreement of the parties or by court order.

5. Permitted Transactions and Releases

5.1 Permitted Payments. The Frozen Party may make payments from frozen accounts only for ordinary and necessary expenses directly related to the maintenance of the Assets, taxes, fees, court-ordered payments, or other limited disbursements expressly authorized in writing by the Freezing Party. Any request for authorization shall be made in writing and include reasonable supporting documentation.

5.2 Releases. Any release of the freeze with respect to specific Assets shall be effective only upon a written instrument signed by an authorized representative of the Freezing Party or pursuant to an enforceable court order.

6. Access, Inspection and Reporting

6.1 Inspection. The Freezing Party or its designated representative shall have the right, upon reasonable prior notice, to inspect documents and records relating to the Assets during normal business hours. Inspections shall be conducted in a manner designed to minimize disruption to the Frozen Party's normal operations.

6.2 Reporting. The Frozen Party shall provide to the Freezing Party, at intervals no less frequent than every thirty (30) days, a written account statement describing the status and value of the Assets and identifying any transfers or attempted transfers since the preceding report.

7. Remedies and Enforcement

7.1 Equitable Relief. The parties acknowledge that a breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy and that the Freezing Party shall be entitled to injunctive or other equitable relief without the necessity of posting a bond, in addition to any other remedies available at law or in equity.

7.2 Specific Performance and Contempt. The Agreement may be specifically enforced by any court of competent jurisdiction, and the parties agree that willful violation may subject the breaching party to contempt proceedings and other sanctions.

8. Indemnification

8.1 Indemnity by Frozen Party. The Frozen Party shall indemnify, defend and hold harmless the Freezing Party, and its officers, directors, agents and representatives, from and against any and all claims, liabilities, losses, costs and expenses, including reasonable attorneys' fees, arising out of the Frozen Party's breach of this Agreement or any misrepresentation made in connection with this Agreement.

9. Confidentiality

9.1 Confidential Information. Except as required by law, regulation, or a binding order of a court or governmental authority, the parties shall keep confidential the terms of this Agreement and any non-public information exchanged in connection with the implementation of this Agreement.

10. Notices

10.1 Method and Addresses. All notices, consents, approvals and other communications required or permitted under this Agreement shall be in writing and delivered by hand, overnight courier, or certified mail (return receipt requested) to the address for the party set forth below or to such other address as either party designates by notice in accordance with this Section.

11. Amendments; Waiver; Counterparts

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

11.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right, nor shall a waiver on one occasion be construed as a waiver on any other occasion.

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 and the same instrument. Signatures transmitted by facsimile or electronic image shall be binding.

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 its conflicts of law 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 and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the parties' intent to the fullest extent permitted by law.

13. Miscellaneous Provisions

13.1 No Admission. Nothing in this Agreement shall constitute an admission of liability or wrongdoing by any party.

13.2 Cooperation. Each party shall execute and deliver such further instruments and take such further action as may be reasonably necessary to carry out the intent and purpose of this Agreement.

Sign Now