Legal Provisional Order Stipulation

LEGAL PROVISIONAL ORDER STIPULATION

This Provisional Order Stipulation (the Stipulation) is made and entered into on by and between Requesting Party: , with principal address ; and Responding Party: , with principal address .

RECITALS

WHEREAS, an action or proceeding is pending in the , bearing Case No. (the Action), in which the parties are adverse; and

WHEREAS, the parties have conferred and desire to avoid immediate contested litigation over provisional relief by stipulating to the entry of a provisional order containing the terms set forth below to preserve the status quo and protect assets and evidence pending further proceedings; and

WHEREAS, the parties acknowledge that entry of a provisional order pursuant to this Stipulation is an efficient and equitable means to address interim relief and that the parties request that the court enter such provisional order without further contested hearing at this time, subject to the terms herein.

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

1. DEFINITIONS

1.1. "Provisional Order" means an order to be entered by the court pursuant to this Stipulation that implements the interim relief described in Section 3 below.

1.2. "Effective Date" means the date of entry of the Provisional Order by the court or, if earlier, the date the court accepts this Stipulation for filing: .

2. STIPULATION TO ENTRY

2.1. The parties jointly request that the court enter the Provisional Order in substantially the form attached hereto as an exhibit and agree that, upon entry, the Provisional Order shall be binding between the parties pending further order of the court.

2.2. Each party consents to the immediate entry of the Provisional Order and waives any right to contest the provisional relief for the limited duration specified herein, provided that such consent and waiver do not constitute an admission on the merits of any claim or defense.

3. TERMS OF PROVISIONAL RELIEF

3.1. Types of Relief. The parties agree that the Provisional Order may include one or more of the following forms of interim relief as indicated below:

Temporary Restraining Order    Preliminary Injunction    Asset Freeze

3.2. Specific Obligations. The Provisional Order shall require that the Responding Party: (a) preserve and refrain from transferring, encumbering, concealing, or disposing of assets identified in the Action; (b) preserve documents, electronically stored information, and tangible evidence relevant to the Action; and (c) permit reasonable inspection and copying upon reasonable notice. Parties' specific obligations (if different) are described here:

3.3. Duration. The Provisional Order shall remain in effect until: (a) the hearing on preliminary relief scheduled for ; or (b) such other date as the court may order, but not later than , unless extended by agreement of the parties or by order of the court.

3.4. Bond or Security. If the Provisional Order requires the posting of a bond or other security, the amount of such bond shall be and shall be posted within days of entry of the Provisional Order. The parties agree that bonds, if required, shall be issued by an entity acceptable to the court.

3.5. Enforcement and Contempt. The parties acknowledge that entry of the Provisional Order gives rise to the court's authority to enforce the terms of the Order, including relief for contempt, sanctions, and such ancillary relief as the court deems appropriate for violations.

4. REPRESENTATIONS, WARRANTIES AND AUTHORITY

4.1. Each party represents and warrants that it has the full power and authority to enter into this Stipulation and to request entry of the Provisional Order described herein. Each party further represents that the execution and delivery of this Stipulation has been duly authorized by all necessary corporate, organizational, or other action.

4.2. Nothing in this Stipulation shall be construed as an admission of liability, wrongdoing, or the validity of any claim or defense in the Action; the parties expressly reserve all such rights and defenses.

5. CONFIDENTIALITY

5.1. Unless otherwise ordered by the court, the existence of this Stipulation and the Provisional Order and any information produced or disclosed pursuant to the Provisional Order shall be treated in accordance with any protective order in the Action or, absent such an order, with commercially reasonable confidentiality protections.

6. NOTICES

All notices required or permitted under this Stipulation shall be in writing and delivered to the addresses set forth below. Delivery by personal service, overnight courier, or certified mail (return receipt requested) shall be effective upon receipt.

7. AMENDMENTS AND WAIVER

7.1. This Stipulation may be amended, modified or supplemented only by a written instrument signed by both parties and approved by the court where required. No waiver of any provision of this Stipulation shall be effective unless in writing and signed by the party against whom the waiver is asserted.

8. ATTORNEYS' FEES AND COSTS

8.1. Except as otherwise provided in the Provisional Order, each party shall bear its own attorneys' fees and costs incurred in negotiating and filing this Stipulation. Nothing in this Paragraph limits the court's authority to award fees or costs for violations of the Provisional Order or as otherwise permitted by law.

9. GOVERNING LAW; VENUE

9.1. This Stipulation and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict-of-law principles. Venue for any action to enforce this Stipulation shall lie in the court in which the Action is pending.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1. This Stipulation constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, with respect to the subject matter.

10.2. If any provision of this Stipulation is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

11. COUNTERPARTS AND ELECTRONIC SIGNATURES

11.1. This Stipulation 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 facsimile, electronic image, or other electronic means shall be deemed original signatures for all purposes.

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