Legal Management Deal Agreement

LEGAL MANAGEMENT DEAL AGREEMENT

This Legal Management Deal Agreement ("Agreement") is entered into as of Effective Date: by and between Manager Name: (Manager), with principal place of business at , and Client Name: (Client), with principal place of business at .

RECITALS

WHEREAS, Manager is engaged in the business of providing legal management, advisory, administrative and deal-management services, including but not limited to transaction coordination, document administration and negotiation support; and

WHEREAS, Client desires to retain Manager to provide certain management and deal-related services in connection with the Transaction described as: ; and

WHEREAS, Manager is willing to provide such services to Client on the terms and conditions set forth in this Agreement.

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

1. DEFINITIONS

1.1 "Services" means the legal management, deal coordination, document preparation, negotiation assistance and related advisory services specified in Section 2 and any Schedules hereto.

1.2 "Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing or electronically, that is designated as confidential or that, given its nature, a reasonable person would understand to be confidential.

2. APPOINTMENT AND SCOPE OF SERVICES

2.1 Appointment. Client hereby appoints Manager to perform the Services and Manager accepts such appointment on the terms set forth in this Agreement.

2.2 Deliverables. Manager shall use commercially reasonable efforts to provide deliverables as agreed in writing. Manager shall coordinate with Client's designated contact person: , telephone , email .

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for an initial period of (Initial Term), unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement upon written notice to the other party at least days prior to the intended date of termination.

3.3 Termination for Cause. Either party may terminate immediately upon material breach by the other party that is not cured within thirty (30) days after receipt of written notice specifying the breach.

4. COMPENSATION AND PAYMENT

4.1 Expenses. Client shall reimburse Manager for reasonable out-of-pocket expenses incurred in performing the Services, provided that Manager obtains Client's prior written consent for any single expense exceeding .

5. CONFIDENTIALITY

5.1 Each party shall hold in confidence and shall not disclose Confidential Information of the other party, except to its employees, agents or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement.

5.2 The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of five (5) years, provided that trade secrets shall remain protected for as long as such information constitutes a trade secret under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Work Product. Subject to Client's payment in full of all amounts due hereunder, Manager hereby assigns to Client all right, title and interest in and to deliverables and work product prepared specifically for Client under this Agreement. Manager retains ownership of Manager's preexisting intellectual property and tools; Client is granted a perpetual, non-exclusive license to use such preexisting materials to the extent incorporated into the deliverables.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement, and that the execution, delivery and performance of this Agreement has been duly authorized by all necessary action.

8. INDEMNIFICATION

8.1 Indemnification by Client. Client shall indemnify, defend and hold harmless Manager and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's negligence or willful misconduct, or Client's violation of applicable law.

8.2 Indemnification by Manager. Manager shall indemnify, defend and hold harmless Client from and against claims arising from Manager's gross negligence or willful misconduct in performing the Services.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO MANAGER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

Manager shall maintain commercially reasonable liability insurance covering its performance under this Agreement with minimum limits of and shall furnish certificates of insurance upon Client's request.

11. NOTICES

All notices required or permitted hereunder shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or such other addresses as a party may designate by notice.

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

13. ASSIGNMENT; SUBCONTRACTING

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that Manager may subcontract portions of the Services provided that Manager remains responsible for performance.

14. COMPLIANCE WITH LAWS; RECORDS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations. Manager shall maintain complete and accurate records relating to the Services for a period of three (3) years and shall permit Client to audit such records upon reasonable notice and during normal business hours.

15. 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.

16. ENTIRE AGREEMENT

This Agreement, including all Schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

17. 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 the parties shall negotiate in good faith a replacement provision that achieves the original intent to the maximum extent permitted by law.

18. COUNTERPARTS; ELECTRONIC SIGNATURES

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 delivered by electronic means shall be binding and enforceable.

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