Legal Meeting Agreement

LEGAL MEETING AGREEMENT

This Legal Meeting Agreement (the Agreement) is entered into as of (Effective Date), by and between Organizer Name: , Organizer Title: and Participant Name: , Participant Title: (each a Party and collectively the Parties).

RECITALS

WHEREAS, Organizer is arranging a meeting or series of meetings to discuss matters identified in this Agreement and to facilitate exchange of information, analyses, and decisions related to the Parties' mutual interests; and

WHEREAS, Participant possesses skills, information, or authority relevant to the subjects of the meeting and is willing to attend and participate under the terms set forth herein; and

WHEREAS, the Parties desire to set forth their agreements regarding scheduling, confidentiality, recordkeeping, responsibilities, and related matters in writing.

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

1. DEFINITIONS

1.1 "Meeting" means any in-person, telephonic or virtual gathering scheduled pursuant to Section 3 to discuss the matters described in Section 2. "Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that by its nature should reasonably be understood to be confidential.

2. PURPOSE

The purpose of the Meeting(s) is to discuss, evaluate, and coordinate activities described as follows:

3. MEETING SCHEDULE AND LOCATION

3.1 The initial meeting is scheduled for , commencing at and concluding at , unless extended by mutual written agreement of the Parties.

3.2 The Parties may agree in writing to additional meetings or a standing schedule of meetings. Any recurring meeting schedule, including cadence and duration, shall be set forth in an amendment or written meeting notice signed by both Parties.

4. AGENDA, ATTENDEES AND MINUTES

4.1 Organizer shall prepare a proposed agenda in advance of each Meeting and circulate it to Participant no less than days prior to the scheduled Meeting.

4.2 Minutes shall be drafted by Organizer or its designee and circulated to Participant within days after the Meeting. Minutes will be deemed approved by the Parties unless objection is delivered in writing within days of receipt.

5. CONFIDENTIALITY

5.1 Each Party agrees that it will not disclose Confidential Information of the other Party except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information shall not include information that: (a) is or becomes generally known to the public through no fault of the receiving Party; (b) was lawfully in the receiving Party's possession prior to disclosure; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving Party gives prompt written notice to the disclosing Party and cooperates in any lawful effort to limit disclosure.

5.2 The receiving Party shall use the Confidential Information solely for the purposes of attending and participating in the Meetings and performing its obligations under this Agreement.

6. RECORDING AND USE OF MATERIALS

6.1 No audio or video recording of a Meeting shall be made without the prior written consent of both Parties. Recording permitted:

6.2 Any materials, slides, analyses, or documents provided by a disclosing Party remain the property of that Party. The receiving Party shall not reproduce or distribute such materials except as necessary to carry out the purposes of the Meeting and only to those bound by confidentiality obligations.

7. EXPENSES

Unless otherwise agreed in writing, each Party shall bear its own costs and expenses in connection with attendance at the Meetings. If a Party will be reimbursed for expenses, the reimbursing Party shall pay reasonable documented expenses within days of receipt of an invoice.

8. TERM; TERMINATION

8.1 This Agreement shall commence on the Effective Date and continue until the completion of the Meetings or until earlier terminated by either Party upon days' prior written notice to the other Party.

8.2 Termination shall not relieve either Party of obligations incurred prior to the effective date of termination, including obligations with respect to Confidential Information.

9. NOTICES

All notices under this Agreement shall be in writing and shall be delivered by hand, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below. Notices are effective upon receipt.

10. AMENDMENT; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right unless in a writing signed by the waiving Party.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS

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 provided by electronic means or scanned images shall be binding to the same extent as original signatures.

14. MISCELLANEOUS

The Parties acknowledge that each has had the opportunity to consult with legal counsel and that the terms of this Agreement are fair and reasonable. Headings are for convenience only and do not affect interpretation.

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