Legal Liability Proposal Form

LEGAL LIABILITY PROPOSAL FORM

This Legal Liability Proposal Form ("Proposal") is made effective as of Effective Date: by and between Proposer Name: , with principal place of business at (referred to herein as "Proposer"), and Recipient Name: , with principal place of business at (referred to herein as "Recipient").

RECITALS

WHEREAS, Proposer has prepared and proposes to assume certain legal liability obligations, subject to the terms, limitations and conditions set forth in this Proposal; and

WHEREAS, Recipient requires assurance of specified liability coverage and indemnity as a condition to permitting Proposer to perform the activities described herein; and

WHEREAS, the parties desire to set forth the scope of Proposer's proposed liability, exclusions, limits and required insurance to inform Recipient's decision.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

1. DEFINITIONS

For purposes of this Proposal, the following defined terms shall apply: "Covered Claim" means any claim, demand, suit or proceeding asserted by a third party arising out of the activities expressly described in Section 3 below; "Effective Date" means the date set forth above; "Liability Limit" means the monetary limit of Proposer's liability as set forth in Section 2. Terms defined in this Proposal shall have the meanings assigned herein.

2. PROPOSAL SUMMARY AND LIMITS

Proposer proposes to accept legal liability for Covered Claims arising from the activities described in Section 3, subject to the monetary limits, deductibles and aggregates set forth below.

3. SCOPE OF LIABILITY

Proposer's liability, if accepted, is limited to claims arising directly from the following activities and locations: the performance of the specific services described above and any incidental actions necessary to accomplish those services. Liability for claims arising from activities not expressly listed is excluded, unless separately agreed in writing and signed by authorized representatives of both parties.

4. EXCLUSIONS

The following categories of loss are excluded from the Proposal unless expressly accepted in writing by Proposer: (a) liabilities arising from gross negligence, willful misconduct or fraudulent acts of Proposer; (b) liabilities arising from criminal acts; (c) loss of profit, punitive or exemplary damages to the extent such damages are uninsurable under applicable law; (d) liabilities arising out of asbestos, lead, or environmental contamination except as specifically stated; and (e) liabilities arising from work performed outside the scope identified in Section 3.

5. INDEMNIFICATION

To the extent permitted by law and subject to the Liability Limit and exclusions hereunder, Proposer agrees to indemnify, defend and hold harmless Recipient from and against Covered Claims arising out of Proposer's negligent acts or omissions in the performance of the covered activities. This indemnity obligation shall be conditioned upon Recipient: (a) providing prompt written notice of any claim; (b) allowing Proposer the right to defend and control the defense of any such claim; and (c) cooperating reasonably in such defense.

6. INSURANCE

Proposer agrees, at its expense, to procure and maintain policies of commercial general liability insurance and other coverages as required to support the liability limits set forth herein. Such policies shall be written by insurers of recognized standing and shall name Recipient as an additional insured where appropriate and permitted.

7. FEES, COSTS AND PAYMENT

Recipient agrees to pay Proposer the fees required to support the liability arrangement as outlined below. Payment is a condition precedent to Proposer's obligation to provide the assurances described herein.

8. TERM; TERMINATION

This Proposal shall remain open for acceptance until the earlier of the Effective Date or termination by either party upon written notice. Once accepted and signed by both parties, the obligations set forth shall continue for the period mutually agreed or until the applicable statute of limitations for Covered Claims expires, subject to termination for breach or insolvency.

9. CONFIDENTIALITY

All non-public terms of this Proposal and any non-public information exchanged in connection with it shall be treated as Confidential Information and shall not be disclosed to third parties except as required by law or with the prior written consent of the disclosing party. Confidentiality obligations shall survive termination of this Proposal.

10. NOTICES

All notices required or permitted under this Proposal shall be in writing and delivered to the addresses below by hand delivery, certified mail, or overnight courier, and shall be effective upon receipt.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Proposal shall be effective unless in writing and signed by both parties. A waiver of any breach shall not be deemed a waiver of any other or subsequent breach. This Proposal may be executed in counterparts, each of which shall be deemed an original.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Proposal shall be governed by and construed in accordance with the laws selected by the parties below. This document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and proposals. If any provision of this Proposal is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. ACCEPTANCE

By signing below, the parties certify that they are authorized to bind their respective organizations and that the terms set forth in this Proposal accurately reflect their agreement with respect to the subject matter.

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