Legal Material Risks Addendum

LEGAL MATERIAL RISKS ADDENDUM

This Legal Material Risks Addendum (the "Addendum") is entered into as of Effective Date: by and between Client Name: , located at , and Provider Name: , located at .

RECITALS

WHEREAS, the parties are parties to a primary agreement identified as the Master Agreement dated (the "Agreement"), under which the parties agreed to allocate responsibilities and liabilities with respect to legal matters;

WHEREAS, the parties desire to identify, disclose and allocate responsibility for Material Legal Risks (as defined below) that affect or may affect the rights, obligations or valuation under the Agreement;

WHEREAS, the parties wish to set forth the parties' acknowledgments, mitigation obligations, indemnities and notice procedures in respect of such Material Legal Risks.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 "Material Legal Risk" means any claim, litigation, regulatory action, legal liability, contractual breach or other legal exposure that (a) is reasonably likely to result in losses, liabilities or costs to a party exceeding the materiality threshold set forth below, or (b) would reasonably be expected to have a material adverse effect on the party’s business, assets or ability to perform its obligations under the Agreement.

1.2 Materiality Threshold: For purposes of this Addendum, the materiality threshold shall be USD or such other amount as the parties may agree in writing.

2. Disclosed Material Risks

2.1 Identified Risks. The parties have identified the following Material Legal Risks as of the Effective Date. Each entry below constitutes a disclosure by the disclosing party of the risk described.

3. Risk Assessment and Acknowledgment

3.1 Each party acknowledges that the disclosures set forth in Section 2 represent the party's good faith assessment of Material Legal Risks known as of the Effective Date. The disclosing party warrants that, to the best of its knowledge after reasonable inquiry, the facts set forth with respect to each disclosed risk are true and complete in all material respects.

3.2 The receiving party acknowledges that reliance on these disclosures is reasonable for purposes of assessing legal exposure and agrees to consider such disclosed matters in overall risk allocation and decision-making under the Agreement.

4. Mitigation, Monitoring and Remediation

4.1 The disclosing party shall undertake commercially reasonable steps to remediate or mitigate disclosed Material Legal Risks and shall promptly notify the other party of material developments. Mitigation plans, key milestones and responsible persons shall be recorded in writing and updated as circumstances require.

4.2 Where a disclosed risk gives rise to affirmative obligations under the Agreement, the disclosing party shall comply with such obligations, and the parties shall cooperate in good faith to minimize the economic and operational impact of the risk.

5. Representations and Warranties

5.1 Each party represents and warrants that, as of the Effective Date, it has disclosed to the other party all Material Legal Risks that it reasonably believes to exist and that are material to the rights, obligations or value under the Agreement.

5.2 Each party further represents that it has not intentionally omitted or concealed any known Material Legal Risk for the purpose of inducing the other party to enter into or continue performance under the Agreement.

6. Indemnification for Undisclosed Material Risks

6.1 A party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any Losses arising out of any Material Legal Risk that was not disclosed in Section 2 and that the Indemnifying Party knew or should have known of through the exercise of reasonable diligence prior to the Effective Date.

6.2 The Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim for which indemnification is sought, and shall permit the Indemnifying Party to assume control of the defense, provided that the Indemnifying Party conducts such defense diligently and in good faith. Failure to give prompt notice shall not relieve the Indemnifying Party except to the extent such failure materially prejudices the defense.

7. Confidentiality of Risk Information

7.1 All information exchanged pursuant to this Addendum concerning Material Legal Risks shall be treated as Confidential Information under the Agreement. The receiving party shall not disclose such information except as required by law or with the prior written consent of the disclosing party.

7.2 If a party is compelled by law to disclose confidential risk information, that party shall, to the extent permitted, provide prior notice to the disclosing party and cooperate in seeking protective measures.

8. Notices

All notices required or permitted under this Addendum shall be in writing and delivered to the addresses below. Notices will be effective upon receipt.

9. Amendments; Waiver; Counterparts

9.1 This Addendum may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Addendum shall operate as a waiver of that right.

9.2 This Addendum may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding for all purposes.

10. Governing Law; Entire Agreement; Severability; Survival

10.1 Governing Law. This Addendum shall be governed by and construed in accordance with the laws of the jurisdiction identified by the parties as Governing Law:

10.2 Entire Agreement. This Addendum, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written statements, disclosures and agreements regarding Material Legal Risks.

10.3 Severability. If any provision of this Addendum is held to be invalid or unenforceable, such provision shall be modified to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

10.4 Survival. The provisions of this Addendum that by their nature are intended to survive termination or expiration of the Agreement shall survive such termination or expiration, including but not limited to Sections 6 (Indemnification), 7 (Confidentiality) and 10 (Governing Law; Entire Agreement; Severability; Survival).

11. Miscellaneous

11.1 Remedies. The rights and remedies provided in this Addendum are cumulative and in addition to any other rights or remedies available at law or in equity. The parties agree that monetary damages may be an inadequate remedy for certain breaches and that injunctive relief may be appropriate.

11.2 Interpretation. Headings are for convenience only and shall not affect the interpretation of this Addendum. References to "including" shall mean "including without limitation."

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