Legal QRO Template

LEGAL QRO TEMPLATE

This Qualified Rights and Obligations Agreement (the "QRO") is entered into as of by and between Party A: , with principal address at , and Party B: , with principal address at .

RECITALS

WHEREAS, Party A and Party B desire to set forth their respective rights, obligations and administrative procedures with respect to certain assets, allocations and performance responsibilities described herein (collectively, the "Subject Rights"); and

WHEREAS, the parties desire a binding contractual mechanism to allocate responsibilities, to permit orderly administration and to provide for notice, dispute resolution and enforcement of the Subject Rights; and

WHEREAS, the parties intend that this QRO shall be a legally enforceable instrument that governs the rights and obligations of the parties with respect to the Subject Rights described below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Subject Rights" means the rights, entitlements, allocations, offsets and any related accounts or records specifically described in Schedule A attached hereto and incorporated herein.

1.2 "Effective Date" means the date set forth above. All references to days shall mean calendar days unless otherwise specified.

2. APPOINTMENT AND SCOPE

2.1 Appointment. Each party hereby grants and confirms to the other party the limited rights and obligations described in this QRO and in Schedule A, subject to the terms and conditions of this QRO.

2.2 Scope. The obligations and duties allocated to a party under this QRO shall include any administrative, reporting and remediation tasks necessary to effectuate the Subject Rights, including preparation of notices, maintenance of records and performance of transfers specified in Schedule A.

3. RIGHTS, ALLOCATIONS AND PAYMENT

3.1 Allocation. The parties agree that the allocation of economic benefits, liabilities and administrative charges related to the Subject Rights shall be made in accordance with the allocation table set forth in Schedule A. Any disputed allocation shall be subject to the dispute resolution procedures in Section 11.

3.2 Payment Terms. Where one party is required to make payment to the other under this QRO, such payment shall be made in United States dollars by wire transfer or other agreed method within days of receipt of a compliant invoice.

3.3 Withholding. Each party shall be solely responsible for any taxes, withholdings or reporting obligations arising from amounts paid to or received by that party under this QRO.

4. TERM AND TERMINATION

4.1 Term. This QRO shall commence on the Effective Date and shall continue in full force and effect until the earlier of completion of all obligations described in Schedule A or termination pursuant to Section 4.2.

4.2 Termination for Cause. Either party may terminate this QRO for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach and demanding cure.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full corporate or individual power and authority to enter into and perform this QRO; (b) the execution and delivery of this QRO and the performance of its obligations do not and will not violate any applicable law or contractual obligation; and (c) no consents or approvals required to make this QRO enforceable have been withheld.

6. CONFIDENTIALITY

6.1 Confidential Information. Each party shall protect Confidential Information of the other in the same manner it protects its own confidential information and shall not disclose such information except as required by law or as necessary to perform its obligations under this QRO.

6.2 Exception. Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party or that is independently developed by the receiving party without use of the disclosing party's confidential information.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of this QRO, a willful misconduct or gross negligence of the indemnifying party, or any misrepresentation made by the indemnifying party in this QRO.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

9. RECORDS AND AUDIT

Each party shall maintain complete and accurate records necessary to substantiate compliance with this QRO for a period of at least three (3) years following termination. Upon reasonable notice, either party may audit such records during normal business hours; any material inaccuracy discovered shall be promptly corrected and any underpayment shall be remitted with interest at a commercially reasonable rate.

10. NOTICES

All notices shall be in writing and shall be deemed given upon personal delivery, three (3) days after deposit in the United States mail by certified mail, return receipt requested, or one (1) day after deposit with a nationally recognized overnight courier, addressed to the party at its notice address set forth above or at such other address as either party may designate by written notice to the other.

11. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this QRO by negotiation between the parties. If the dispute cannot be resolved within thirty (30) days, either party may submit the dispute to binding arbitration to be conducted in accordance with the commercial arbitration rules mutually agreed upon by the parties. Judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

12. ASSIGNMENT; AMENDMENT; WAIVER

12.1 Assignment. Neither party may assign its rights or delegate its obligations under this QRO without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

12.2 Amendment and Waiver. No amendment, modification or waiver of any provision of this QRO shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by a party in exercising any right shall operate as a waiver of that right.

13. COUNTERPARTS

This QRO 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. Facsimile or electronic signatures shall be binding for all purposes.

14. GOVERNING LAW

This QRO shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

15. ENTIRE AGREEMENT

This QRO, together with Schedule A and any other written exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Subject Rights and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written, relating to the Subject Rights.

16. SEVERABILITY

If any provision of this QRO is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the original intent of the parties.

SCHEDULE A — SUBJECT RIGHTS AND ALLOCATIONS

PARTY INFORMATION

Corporation   LLC   Individual

Corporation   LLC   Individual

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