Legal Intermediation Agreement

LEGAL INTERMEDIATION AGREEMENT

This Legal Intermediation Agreement ("Agreement") is entered into as of by and between Client Name: (Entity Type: Individual Corporation LLC ), with principal place of business at ; and Intermediary Name: (Entity Type: Individual Corporation LLC ), with principal place of business at

RECITALS

WHEREAS, Client seeks introductions, negotiations and other intermediary services to identify Potential Counterparties for the purpose of effecting commercial transactions described herein; and

WHEREAS, Intermediary possesses industry contacts, experience and capability to act as an intermediary and to facilitate communications, introductions and information exchanges between Client and Potential Counterparties on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the provision of intermediation services and any fees payable in connection therewith.

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

1. DEFINITIONS

1.1 "Intermediation Services" means the identification, screening, introduction and facilitation of communications between Client and Potential Counterparties and such ancillary services as the parties may agree in writing.

1.2 "Client Information" means all information, documentation and data provided by Client to Intermediary in connection with the Intermediation Services.

1.3 "Potential Counterparty" means any third party introduced to Client by Intermediary that may enter into a transaction with Client for the purposes described in this Agreement.

2. APPOINTMENT; SCOPE OF SERVICES

2.1 Appointment. Client hereby engages Intermediary, and Intermediary accepts such engagement, to provide the Intermediation Services on the terms set forth in this Agreement. Intermediary will act as an independent contractor and not as an agent or fiduciary of Client except as expressly set forth herein.

2.2 Scope. Intermediary shall use commercially reasonable efforts to identify and introduce Potential Counterparties and to facilitate communications and negotiations. Intermediary does not guarantee that any transaction will be consummated or that any particular result will be achieved.

3. TERM

3.1 Term. This Agreement shall commence on the agreement effective date set forth above and continue for a period of (the "Initial Term"), unless earlier terminated in accordance with Section 9. If no Initial Term is specified, the Agreement shall continue until terminated as provided herein.

4. FEES AND PAYMENT

4.1 Fees. As consideration for the Intermediation Services, Client shall pay to Intermediary the following fees: Retainer Amount: ; Success Fee: of the aggregate value of any transaction introduced by Intermediary and consummated within the Term or the Post-Term Period (as defined below).

4.2 Payment Terms. Retainer shall be payable upon execution of this Agreement. Success Fee, if any, shall be payable within days after the closing or receipt of proceeds by Client, together with reasonable documentation demonstrating the transaction value.

4.3 Post-Term Period. If a transaction with a Potential Counterparty introduced by Intermediary is consummated within months following termination of this Agreement and such introduction occurred during the Term, Client shall remain obligated to pay the Success Fee as provided herein.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party except as necessary to perform its obligations under this Agreement or as required by applicable law. Confidential Information includes Client Information and any non-public information concerning business, finances, operations, trade secrets, pricing, or personnel.

5.2 Exclusions. Confidential Information does not include information that (a) was in the receiving party's lawful possession prior to disclosure by the disclosing party without obligation of confidentiality; (b) is or becomes publicly available through no breach of this Agreement; (c) is lawfully received from a third party without confidentiality obligations; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

5.3 Return of Materials. Upon termination of this Agreement or upon written request, each party shall promptly return or destroy the other party's Confidential Information and certify such return or destruction in writing.

6. CONFLICTS OF INTEREST

6.1 Disclosure. Intermediary represents that, to the best of its knowledge, there are no material conflicts of interest that would adversely affect its ability to perform the Intermediation Services. Intermediary shall promptly disclose any actual or potential conflict of interest to Client in writing and shall take such remedial steps as reasonably requested by Client.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual. Each party represents and warrants that it is duly organized and in good standing under the laws of its jurisdiction of organization, has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

7.2 Intermediary. Intermediary further represents that it will perform the Intermediation Services in a professional and workmanlike manner and in compliance with all applicable laws, rules and regulations.

8. INDEMNIFICATION

8.1 Client Indemnity. Client shall indemnify, defend and hold harmless Intermediary and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Client Information that is inaccurate or misleading; (b) Client's breach of this Agreement; or (c) Client's negligent or willful acts or omissions in connection with any transaction.

8.2 Intermediary Indemnity. Intermediary shall indemnify and hold Client harmless for any claims arising from Intermediary's gross negligence or willful misconduct in performing the Intermediation Services.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for special, incidental, consequential, punitive or lost profits damages, even if advised of the possibility of such damages.

9.2 Liability Cap. Except for indemnification obligations and liabilities arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising under or relating to this Agreement shall not exceed the aggregate fees actually paid to Intermediary under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

10. TERMINATION

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

10.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay earned fees or Success Fees attributable to transactions introduced by Intermediary prior to termination.

11. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses specified above or to such other address as either party designates in writing.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to rules governing conflicts of law.

13. ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

14. 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 and shall be interpreted so as to give effect to the parties' intent to the greatest extent permitted by law.

15. AMENDMENTS; WAIVER; COUNTERPARTS

15.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

15.2 Waiver. No waiver of any provision or breach shall be effective unless in writing. The failure of either party to enforce any provision shall not constitute a waiver of that provision or any other right.

15.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be binding.

SPECIAL TERMS / ADDITIONAL INSTRUCTIONS

Sign Now