Legal Protection Holdings Agreement

LEGAL PROTECTION HOLDINGS AGREEMENT

This Legal Protection Holdings Agreement ("Agreement") is entered into as of by and between Holder: , whose principal address is , and Protector: , whose principal address is .

RECITALS

WHEREAS, Holder is the legal owner or custodian of certain assets, claims, intellectual property, confidential materials and other items described in Schedule A attached hereto and incorporated herein ("Held Assets");

WHEREAS, Protector has experience and capacity to provide legal protection, custodial holding, claims management and related protective services with respect to the Held Assets; and

WHEREAS, the parties desire to set forth the terms and conditions under which Protector will hold, protect, and, if necessary, defend or manage the Held Assets for the benefit of Holder and its permitted successors and assigns.

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

1. DEFINITIONS

For purposes of this Agreement: (a) "Held Assets" means the assets, instruments, accounts, claims, intellectual property, and other items listed in Schedule A; (b) "Losses" means any and all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to the Held Assets, Protector's performance hereunder, or any third-party claim; and (c) "Permitted Transfer" means a transfer or assignment consented to in writing by the Holder in accordance with Section 10.

2. APPOINTMENT; SCOPE OF HOLDINGS

Holder hereby appoints Protector, and Protector accepts such appointment, to hold, safeguard, manage and, where authorized by Holder, assert, defend or compromise claims or rights relating to the Held Assets pursuant to the terms of this Agreement. Protector shall exercise reasonable care customary in the industry for assets of similar character and value and shall act in accordance with Holder's written instructions except as otherwise provided herein.

3. TITLE; CUSTODY; RECORDS

Title to the Held Assets shall remain vested in Holder unless otherwise expressly assigned in writing. Protector shall maintain custodial possession of assets delivered to it under this Agreement, maintain accurate books and records reflecting receipt, disposition and current status of Held Assets, and provide copies of such records to Holder upon reasonable request. Protector shall segregate Held Assets from its own property and from assets held for third parties.

4. PROTECTOR AUTHORITY; LIMITATIONS

Protector shall have the authority, consistent with Holder's written directions, to: (a) institute, prosecute, defend, settle or otherwise resolve legal proceedings concerning the Held Assets; (b) enter into agreements necessary for the protection or disposition of Held Assets; and (c) incur reasonable expenses in connection with the foregoing. Protector shall not compromise material rights of Holder without prior written consent from Holder, except where immediate action is necessary to prevent irreparable harm and Protector provides prompt written notice to Holder describing the action taken and reasons therefor.

5. COMPENSATION; EXPENSES

Protector shall be entitled to compensation for services provided under this Agreement as set forth in Schedule B. Protector shall be reimbursed for reasonable out-of-pocket expenses incurred in the performance of its duties, provided that Protector provides Holder with statements and supporting documentation with respect to such expenses. Payment obligations of Holder are subject to the terms of Schedule B and Holder's right to dispute bona fide charges in good faith.

6. INDEMNIFICATION

Holder shall indemnify, defend and hold harmless Protector and its officers, directors, agents and employees from and against any and all Losses arising out of or resulting from Holder's breach of this Agreement, Holder's ownership of the Held Assets, or Holder's failure to disclose material facts affecting the Held Assets, except to the extent such Losses are finally determined by a court of competent jurisdiction to have resulted from Protector's gross negligence, willful misconduct or fraud.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that (a) it has the full power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms; and (c) the execution and delivery of this Agreement and the performance of its obligations do not and will not conflict with or result in a breach of any other agreement or obligation by which such party is bound.

8. CONFIDENTIALITY

Protector shall hold confidential and not disclose to any third party any non-public information concerning the Held Assets or Holder's affairs except (a) with Holder's prior written consent; (b) as reasonably necessary to perform Protector's duties hereunder; or (c) as required by applicable law or court order, in which event Protector shall provide Holder prompt written notice of such requirement to the extent legally permitted.

9. TERM; TERMINATION

This Agreement shall commence on the effective date specified above and shall continue until terminated by either party upon thirty (30) days' prior written notice to the other party, or sooner as provided herein. Termination shall not affect the parties' rights and obligations with respect to acts or omissions occurring prior to termination, and Protector shall be entitled to payment for services rendered and expenses incurred through the effective date of termination.

10. TRANSFER; ASSIGNMENT

Neither party shall assign its rights or delegate its duties under this Agreement without the prior written consent of the other party; provided, however, that Protector may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes Protector's obligations hereunder in writing and Holder receives prior notice.

11. LIMITATION OF LIABILITY

Except for willful misconduct, gross negligence or fraud, in no event shall either party be liable to the other for any consequential, incidental, indirect, exemplary or punitive damages arising out of or in connection with this Agreement, whether based on contract, tort (including negligence) or any other legal theory.

12. NOTICES

All notices required or permitted to be given under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by reputable overnight courier to the addresses set forth in the opening paragraph or to such other address as either party may designate in writing. Notices shall be effective upon receipt.

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties. The waiver by either party of a breach of any provision shall not operate or be construed as a waiver of any subsequent breach.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

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 binding and shall have the same force and effect as originals.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction indicated below, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in the indicated jurisdiction for any disputes arising out of or relating to this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all Schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings. If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

17. SCHEDULES; ATTACHMENTS

The parties shall attach and complete Schedule A (Description of Held Assets) and Schedule B (Compensation; Expense Reimbursement) as essential terms of this Agreement. Any references to schedules or attachments shall mean the latest executed version signed by both parties.

18. ADDITIONAL ACKNOWLEDGMENTS

Each party acknowledges that it has had the opportunity to consult with independent legal counsel regarding this Agreement, that it has read and understands this Agreement, and that it enters into this Agreement voluntarily and without duress or undue influence.

ENTITY TYPE (OPTIONAL)

Holder is (check all that apply): Individual Corporation Limited Liability Company Partnership Other

Protector is (check all that apply): Individual Corporation Limited Liability Company Partnership Other

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