Legal Price Evaluation Agreement

LEGAL PRICE EVALUATION AGREEMENT

This Legal Price Evaluation Agreement (the "Agreement") is entered into as of the Effective Date below by and between Client Name: , with principal address Client Address: , and Evaluator Name: , with principal address Evaluator Address: . Effective Date: , .

RECITALS

WHEREAS, Client engages Evaluator to perform a pricing evaluation and analysis relating to the product(s), service(s) or transaction(s) identified as Evaluation Subject: ; and

WHEREAS, Evaluator has the professional expertise, methodologies, and personnel necessary to perform a reasoned, commercially reasonable price evaluation and to deliver a written report of findings; and

WHEREAS, the parties desire to set forth the terms and conditions under which Evaluator will perform the evaluation and Client will accept and pay for the evaluation services.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Evaluation" means the price analysis, benchmarking, cost review, and related advisory services to be performed by Evaluator under Section 2. "Deliverable(s)" means the written report(s), data tables, models and presentation materials produced by Evaluator and delivered to Client in accordance with Section 3. "Confidential Information" shall have the meaning set forth in Section 5.

2. SCOPE OF EVALUATION

2.1 Services. Evaluator shall conduct the Evaluation described in the attached Scope of Work and shall use commercially reasonable efforts, consistent with industry standards, to perform the Evaluation in a professional and workmanlike manner. The Scope of Work shall include the specific items, data sources, methodologies, and periods to be analyzed:

2.2 Changes to Scope. Any material changes to the Scope of Work shall be subject to a written change order executed by authorized representatives of both parties, which shall include any adjustments to fees or schedule.

3. DELIVERABLES AND TIMELINE

3.1 Deliverables. Evaluator will deliver to Client the Deliverable(s) described below:

3.2 Schedule. Evaluator shall use commercially reasonable efforts to deliver the initial Deliverable on or before Completion Date: . Time is of the essence only to the extent expressly stated in a written schedule agreed by the parties.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Evaluator fees in the amount: and any applicable taxes. Additional services outside the Scope of Work will be billed at the following hourly rate(s): per hour.

4.2 Payment Terms. Invoices shall be payable within days of invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential.

5.2 Obligations. Each party shall (a) protect the confidentiality of the Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use such Confidential Information except to exercise rights or perform obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to employees, consultants or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

5.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

6. INTELLECTUAL PROPERTY; RIGHTS IN WORK PRODUCT

6.1 Ownership. Evaluator retains all right, title and interest in and to Evaluator's methodologies, templates, tools, models and any pre-existing materials. Subject to Client's payment in full, Evaluator grants Client a perpetual, non-exclusive, non-transferable license to use the Deliverable(s) solely for Client's internal business purposes.

6.2 Restricted Use. Client shall not sell, sublicense, publish, distribute or otherwise make the Deliverable(s) available to third parties without Evaluator's prior written consent, except as required for Client's internal use or to its affiliates, advisors, or as required by law; provided that any disclosure to third parties shall be subject to confidentiality protections at least as protective as those in Section 5.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Evaluator Warranty. Evaluator warrants that the Evaluation will be conducted in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, EVALUATOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EVALUATOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EVALUATOR'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO EVALUATOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Evaluator and its officers, directors and employees from and against any and all third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's use of the Deliverable(s), Client's breach of this Agreement, or Client's negligent or willful acts or omissions.

10. TERM AND TERMINATION

10.1 Term. This Agreement commences on the Effective Date and continues until the completion of the Services or termination as provided herein.

10.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Upon termination, Client shall promptly pay Evaluator for all work performed and expenses reasonably incurred through the effective date of termination.

10.3 Termination for Cause. Either party may terminate for material breach if the other party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as either party may specify in writing). Notices shall be deemed given upon receipt when delivered by hand, by nationally recognized overnight courier, or by certified mail, return receipt requested.

12. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right or provision shall not constitute a waiver of future enforcement of that right or provision.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: , without regard to its conflict of law rules.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits or SOWs referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

15. 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 transmitted by electronic means shall be deemed originals for all purposes.

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