Legal Intermediary Agreement

LEGAL INTERMEDIARY AGREEMENT

This Legal Intermediary Agreement ("Agreement") is made effective as of by and between Intermediary Name: , an entity type: Individual Corporation Other , and Client Name: , an entity type: Individual Corporation Other . Intermediary and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client seeks to engage Intermediary to act as an intermediary to introduce, negotiate and facilitate specified transactions, relationships or opportunities on behalf of Client under the terms set forth in this Agreement;

WHEREAS, Intermediary represents that it has the experience, contacts, and capacity to perform such intermediary services and will act in the interests of Client subject to the terms, duties and limitations contained herein; and

WHEREAS, the Parties desire to set forth their rights, obligations and the financial terms governing the relationship.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the intermediary activities described in Section 2, including introductions, negotiations, coordination and documentation facilitation for transactions identified by Client.

1.2 "Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, whether written or oral, that a reasonable person would consider confidential.

2. APPOINTMENT AND SCOPE

2.1 Appointment. Client hereby appoints Intermediary on a non-exclusive basis to provide the Services described in this Agreement. Intermediary accepts such appointment and agrees to perform the Services in accordance with this Agreement.

2.2 Scope of Services. Intermediary shall: (a) use reasonable efforts to identify and introduce potential counterparties or opportunities to Client; (b) assist with preliminary negotiations as authorized in writing by Client; and (c) coordinate communications among parties to facilitate execution of transaction documents. Intermediary is not authorized to execute material agreements on behalf of Client except as expressly provided in a separate written instrument.

2.3 Exclusions. Intermediary shall not provide legal advice or tax advice unless separately engaged in writing to provide such professional services by a duly licensed professional.

3. DUTIES OF INTERMEDIARY

3.1 Standard of Care. Intermediary shall perform the Services with commercially reasonable skill, care and diligence and in compliance with applicable laws and regulations.

3.2 Reporting. Intermediary shall keep Client reasonably informed regarding material developments and provide regular status reports as agreed by the Parties in writing.

4. CLIENT OBLIGATIONS

4.1 Cooperation. Client shall timely provide information, documents and access to personnel necessary for Intermediary to perform the Services and shall make decisions and give approvals promptly.

4.2 No Reliance. Client acknowledges that any strategic, legal or financial advice provided by Intermediary is supplemental only and Client is solely responsible for independent evaluation and decisions.

5. TERM AND TERMINATION

5.1 Term. The term of this Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

5.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

5.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

6. FEES AND PAYMENT

6.1 Fees. Client shall pay Intermediary fees as follows: Fee Amount: . The fee structure shall be:

6.2 Payment Terms. Unless otherwise agreed in writing, Client shall pay invoices within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the highest lawful rate.

6.3 Expenses. Client will reimburse Intermediary for pre-approved, reasonable out-of-pocket expenses incurred in performing the Services upon presentation of documentation.

7. CONFIDENTIALITY

7.1 Non-Disclosure. Each Party shall hold in confidence and not disclose Confidential Information of the other Party except to its employees, agents or professional advisors who need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

7.2 Exceptions. Confidential Information does not include information that is (a) independently developed without use of the other Party's Confidential Information; (b) publicly available without breach; or (c) required to be disclosed by applicable law, provided the disclosing Party gives prompt notice and, where lawful and practicable, seeks protective measures.

7.3 Survival. The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

8. CONFLICTS OF INTEREST

8.1 Disclosure. Intermediary represents that, to the best of its knowledge, no undisclosed conflicts of interest exist that would materially impair Intermediary's performance. Intermediary shall promptly disclose any actual or potential conflict during the term.

8.2 Remedies. If a material conflict arises and cannot be resolved, Client may terminate this Agreement pursuant to Section 5.3 and seek any remedies available at law or equity.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations. Each Party represents and warrants that it has the full corporate or individual power and authority to enter into and perform its obligations under this Agreement and that the execution and delivery of this Agreement has been duly authorized.

9.2 Intermediary Warranty. Intermediary warrants that it will perform the Services in a professional manner consistent with industry standards; however Intermediary does not warrant the success of introductions or negotiations.

10. INDEMNIFICATION

10.1 Client Indemnity. Client shall indemnify, defend and hold harmless Intermediary and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement or Client's negligence or willful misconduct.

10.2 Intermediary Indemnity. Intermediary shall indemnify, defend and hold harmless Client from any third-party claims to the extent caused by Intermediary's gross negligence, willful misconduct or material breach of this Agreement.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Damages. Except for liabilities arising from willful misconduct, fraud, or indemnities under Section 10, neither Party shall be liable to the other for incidental, consequential, punitive or special damages, even if advised of the possibility of such damages.

11.2 Cap on Liability. Except for liabilities arising from willful misconduct, fraud, or indemnities under Section 10, each Party's aggregate liability under this Agreement shall not exceed the total fees paid to Intermediary under this Agreement in the twelve (12) months preceding the claim.

12. INSURANCE

Intermediary shall maintain, at its expense, commercial general liability and professional liability insurance in amounts reasonably customary for the industry and shall provide certificates of insurance upon Client's request.

13. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses specified above or to such other address as a Party may designate by notice in accordance with this Section.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict-of-law principles.

15. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

15.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall endeavor to replace the invalid provision with a valid provision that most nearly accomplishes the Parties' intent.

15.3 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both Parties. No waiver by any Party of any breach shall constitute a waiver of any other breach.

15.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Electronic signatures and delivery by electronic transmission shall have the same force and effect as original signatures.

ADDITIONAL PROVISIONS

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