Legal Holding Agreement

LEGAL HOLDING AGREEMENT

This Legal Holding Agreement ("Agreement") is made and entered into as of Effective Date: by and between Owner Name: , with principal address , and Holder Name: , with principal address .

RECITALS

WHEREAS, Owner is the lawful owner of certain asset(s) or document(s) described as: (collectively, the "Assets");

WHEREAS, Owner desires that Holder take custody of the Assets and hold them in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Holder has represented that it has the requisite facilities, experience and capacity to hold, safeguard and release the Assets in accordance with Owner's written instructions and the terms of this Agreement.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings assigned below:

"Assets" means the property, documents or items delivered to Holder as described in Assets Description and any replacements or substitutions agreed in writing.

"Release Conditions" means the conditions specified in Section 4 upon satisfaction of which Holder shall deliver the Assets to the designated recipient.

2. APPOINTMENT AND ACCEPTANCE

Owner hereby delivers and transfers possession of the Assets to Holder, and Holder accepts custody and possession of the Assets solely for the purposes set forth herein. Holder's acceptance is conditioned upon Owner's representations and warranties in Section 6.

3. CUSTODY, CARE AND RECORDS

3.1 Custody and Care. Holder shall exercise reasonable care in the custody, protection and preservation of the Assets and shall maintain such security measures and controls as are commercially reasonable for items of similar nature.

3.2 Use. Holder shall not use, pledge, encumber or otherwise deal with the Assets except as expressly authorized in writing by Owner or as required by applicable law.

3.3 Records. Holder shall maintain accurate records of receipt, custody and release of the Assets and shall provide Owner with copies of such records upon reasonable request and without undue delay.

4. DELIVERY, RELEASE AND CONDITIONS

4.1 Delivery. Owner shall deliver the Assets to Holder at Holder's address, and Holder shall acknowledge receipt in writing. If delivery requires transport, the cost and risk of loss during transport shall be borne by .

4.2 Release Conditions. Holder shall release the Assets only upon the occurrence of the following condition(s):

4.3 Third-Party Instruction. If release is to be made to a third party, Owner shall provide a written, notarized or otherwise authenticated instruction specifying the third party's name and address:

5. COMPENSATION; EXPENSES

5.1 Holding Fee. Owner shall pay Holder a holding fee in the amount of for the services contemplated by this Agreement, payable as follows: .

5.2 Expenses. Owner shall reimburse Holder for reasonable out-of-pocket expenses incurred in connection with the storage, protection and delivery of the Assets upon presentation of receipts or reasonable documentation.

6. REPRESENTATIONS AND WARRANTIES

6.1 Owner represents and warrants that: (a) Owner is the lawful owner of the Assets free of liens or encumbrances except as disclosed in writing to Holder; (b) Owner has full authority to deliver the Assets to Holder and to direct their release in accordance with this Agreement; and (c) the delivery and holding of the Assets will not violate any applicable law or third-party right.

6.2 Holder represents and warrants that it is duly organized and in good standing under the laws of its jurisdiction, has the authority to enter into this Agreement, and will perform its duties hereunder in accordance with applicable standards of care.

7. LIABILITY; INDEMNIFICATION

7.1 Limitation of Liability. Except for willful misconduct or gross negligence, Holder's liability for loss, damage or delay of the Assets shall be limited to the lesser of actual direct damages or the aggregate amount of fees paid to Holder under this Agreement.

7.2 Indemnification. Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any and all claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of that party's breach of this Agreement, negligence or willful misconduct.

8. CONFIDENTIALITY

Holder shall treat as confidential all non-public information contained in or relating to the Assets and shall not disclose such information except (a) as necessary to perform its obligations under this Agreement, (b) to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations, or (c) as required by law. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and continue until the earlier of (a) release of the Assets in accordance with Section 4, (b) return of the Assets to Owner, or (c) termination in accordance with Section 9.2.

9.2 Termination. Either party may terminate this Agreement on written notice if the other party is in material breach and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; provided, however, that termination shall not relieve Owner of the obligation to pay fees and expenses accrued through the date of termination.

9.3 Return of Assets. Upon termination or release, Holder shall promptly return the Assets to Owner or deliver them to a third party as directed by Owner, subject to Holder's right to retain possession until payment of all fees and expenses owed to Holder under this Agreement.

10. NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice in accordance with this Section.

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless made in writing and signed by both parties. No waiver of any breach shall be deemed a waiver of any other breach or of the same breach at a later time.

12. GOVERNING LAW

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.

13. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

13.1 Entire Agreement. This Agreement, including any schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

13.3 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.

ADDITIONAL PROVISIONS

The parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to seek independent legal advice, and that they agree to be bound by its terms.

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