Legal No Loss Agreement

LEGAL NO LOSS AGREEMENT

This Legal No Loss Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A: , Address: and Party B: , Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Party A provides certain services, products, or facilitation described more fully below and intends to take actions that may expose Party B to potential financial losses; and

WHEREAS, Party B requires assurances that it will not suffer net losses arising from the acts, omissions, or failures to perform by Party A in connection with the matters described herein; and

WHEREAS, the Parties desire to set forth the terms under which Party A will accept responsibility for specified losses and to establish the procedures for notice, cure, compensation and limitation of remedies.

NOW THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Covered Losses" means actual, provable monetary losses, damages, costs, expenses (including reasonable attorneys' fees), fines and judgments incurred by Party B and directly arising from the acts or omissions of Party A in connection with the subject matter of this Agreement, as further limited in Section 4.

1.2 "Claim" means any written demand, administrative notice, regulatory proceeding, civil action or arbitration asserted against a Party seeking recovery of a Covered Loss.

2. NO-LOSS COVENANT

2.1 Covenant. Party A covenants and agrees that, subject to the terms and limitations of this Agreement, Party A will be responsible to compensate Party B for Covered Losses and will take commercially reasonable steps to prevent occurrences that would give rise to such Covered Losses.

2.2 Scope. The No-Loss Covenant applies only to actions, omissions, breaches of express warranties, or negligent conduct by Party A in the performance of obligations specifically identified in Exhibit A: Scope of Services. If no Exhibit A is attached, the Parties shall describe the relevant activities in the field below.

3. INDEMNIFICATION AND PAYMENT

3.1 Indemnity. Subject to Section 4, Party A shall indemnify, defend and hold harmless Party B from and against any and all Covered Losses resulting from a Claim to the extent caused by Party A's acts or omissions. Party A's indemnity obligation includes reasonable costs of investigation, defense and settlement.

3.2 Defense and Settlement. Party B shall promptly notify Party A in writing of any Claim. Party A shall have the right to assume and conduct the defense and settlement of the Claim with counsel of its choice, provided that Party A may not settle any Claim that imposes non-monetary obligations on Party B or admits liability without Party B's prior written consent (not to be unreasonably withheld).

4. LIMITATIONS ON LIABILITY

4.1 Exclusions. Notwithstanding any provision to the contrary, Party A shall not be liable for consequential, incidental, punitive or exemplary damages, loss of profit, loss of business opportunity, or damages arising from Party B's failure to mitigate losses, except to the extent such damages are expressly and reasonably attributable to Party A's gross negligence or willful misconduct.

4.2 Cap on Liability. Except for indemnification for third-party bodily injury or third-party property damage arising from gross negligence or willful misconduct, Party A's aggregate liability for Covered Losses under this Agreement shall not exceed an amount equal to (USD).

5. REMEDIES; MITIGATION

5.1 Primary Remedies. The Parties agree that the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity, except as expressly limited herein.

5.2 Duty to Mitigate. Party B shall use commercially reasonable efforts to mitigate any potential Covered Loss and shall provide Party A with reasonable cooperation, information and access to records necessary to investigate and respond to any Claim.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with this Section.

6.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party that remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Party A of liability for Covered Losses arising from acts or omissions occurring prior to termination.

7. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and will be deemed given upon receipt.

8. CONFIDENTIALITY

Each Party shall treat the terms of this Agreement and any information disclosed in connection with a Claim as confidential and shall not disclose such information except as required by law or to its legal and financial advisors who are bound by confidentiality obligations. This provision shall survive termination of this Agreement.

9. ASSIGNMENT

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning Party's obligations in writing.

10. 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 law principles.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to such subject matter.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent as closely as possible.

13. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties. Failure to enforce any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one and the same instrument.

14. MISCELLANEOUS

The Parties acknowledge that they have had the opportunity to consult with counsel and that the language in this Agreement shall be interpreted fairly and not strictly for or against any Party. Headings are for reference only and do not affect interpretation.

If applicable, indicate whether an insurance requirement applies: Insurance Required

ATTACHMENTS

The following attachments, if completed and signed, are incorporated by reference: Exhibit A – Scope of Services; Exhibit B – Fee Schedule; Exhibit C – Insurance Certificates.

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