Legal Pass Through Agreement

LEGAL PASS THROUGH AGREEMENT

This Legal Pass Through Agreement (the "Agreement") is made and entered into as of the day of , , by and between Provider Name: , a Entity Type: Corporation LLC Other, organized under the laws of , with principal place of business at , and Recipient Name: , a Entity Type: Corporation LLC Other, organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, Provider has been requested to provide certain legal notices, claims processing, invoicing, payments, or related legal deliverables to third parties on behalf of Recipient (collectively, the "Pass-Through Items"); and

WHEREAS, the parties desire to set forth the terms under which Provider will receive, process, and pass through such Pass-Through Items to Recipient and to allocate responsibility for costs, documentation, recordkeeping, indemnity, and dispute resolution in connection with such pass-through services.

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

1. DEFINITIONS

1.1 "Pass-Through Items" means notices, invoices, claims, payments, legal documents, settlements, demands, and other third-party communications or charges that Provider receives and forwards to Recipient under this Agreement.

1.2 "Costs" means direct amounts charged by third parties and reasonable administrative fees set forth in Section 3 that are associated with the receipt, processing, or transmission of Pass-Through Items.

2. PASS-THROUGH OBLIGATIONS

2.1 Provider shall accept Pass-Through Items from third parties and shall use reasonable care to record, retain, and forward copies of such items to Recipient promptly in accordance with the transmission protocol set out in this Agreement.

2.2 Provider's forwarding of Pass-Through Items to Recipient constitutes delivery for all purposes under this Agreement, provided Provider uses the Notice method described in Section 8 unless Provider is expressly required by law to deliver directly to another party.

2.3 Recipient acknowledges that Provider acts as an intermediary for the limited purpose of receiving and transmitting Pass-Through Items and not as counsel for Recipient or as a guarantor of third-party obligations. Provider does not assume any duty to contest, negotiate, or resolve third-party claims unless separately engaged to do so in writing.

3. BILLING, PAYMENT AND COST ALLOCATION

3.1 Recipient shall be responsible for all Costs associated with Pass-Through Items unless otherwise agreed in writing. Provider may invoice Recipient for Costs and a processing fee as set forth in an invoice or schedule attached to this Agreement.

3.2 Provider shall render itemized invoices to Recipient documenting Costs and any processing fees. Unless otherwise stated on the invoice, Recipient shall pay undisputed invoices within days of receipt.

4. RECORDS, AUDIT AND CONFIRMATION

4.1 Provider shall keep complete and accurate records of all Pass-Through Items received and forwarded for a period of years following the date of receipt.

4.2 Upon reasonable prior written notice, Recipient may audit Provider's records related to Pass-Through Items to verify charges and compliance. Audits shall be conducted during normal business hours and in a manner designed to avoid disruption.

5. CONFIDENTIALITY

5.1 Each party shall hold in confidence and not disclose to any third party any nonpublic information received from the other party in connection with Pass-Through Items, except to the extent disclosure is necessary to perform obligations under this Agreement or is required by law, provided the disclosing party gives prompt written notice to the other party and cooperates to limit the scope of disclosure.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

6.1 Recipient shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against all third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of or related to Pass-Through Items, except to the extent caused by Provider's gross negligence or willful misconduct.

6.2 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS SPECIFIED IN THIS SECTION OR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE TO PROVIDER FOR PASS-THROUGH SERVICES DURING THE PRECEDING TWELVE (12) MONTHS.

7. TERM AND TERMINATION

7.1 This Agreement shall commence on the Effective Date and shall continue in effect for a term of months, unless earlier terminated in accordance with this Section.

7.2 Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not relieve Recipient of its obligation to pay for Costs properly incurred prior to termination.

8. NOTICES

All notices, invoices and other communications required or permitted under this Agreement shall be in writing and delivered by personal delivery, overnight courier, certified mail (return receipt requested) or email with confirmation to the addresses set forth below or to such other address as either party may specify by notice in accordance with this Section.

9. AMENDMENT; WAIVER; COUNTERPARTS

9.1 No amendment or modification of this Agreement shall be effective unless made in a writing signed by authorized representatives of both parties.

9.2 No waiver of any term or breach of this Agreement shall be effective unless in writing and signed by the waiving party. A failure or delay to exercise any right shall not operate as a waiver.

9.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be valid and binding.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles.

10.2 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral.

10.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remainder of the Agreement shall continue in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it valid and enforceable.

MISCELLANEOUS PROVISIONS

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