Legal Responsibility Action Proposal

Legal Responsibility Action Proposal

This Legal Responsibility Action Proposal (the Proposal) is made effective as of Effective Date: by and between Proposer Name: whose principal address is Proposer Address: and Recipient Name: whose principal address is Recipient Address: .

RECITALS

WHEREAS, Proposer is responsible for certain legal duties, obligations and operational functions described herein and proposes to allocate, assign and effectuate particular actions to address identified liabilities and compliance obligations; and

WHEREAS, Recipient has reviewed Proposer's proposal and possesses the requisite authority, resources and expertise to perform specified actions and accept the legal responsibilities described in this Proposal subject to the terms and conditions set forth below; and

WHEREAS, the parties desire to document proposed actions, timelines, allocation of responsibility, indemnification and reporting protocols in order to effectuate an orderly transfer or assumption of targeted legal responsibilities.

NOW, THEREFORE

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

1.1 "Assigned Responsibilities" means the specific legal duties, claims, obligations or tasks described in Section 2 that Proposer proposes Recipient to assume, in whole or in part. "Effective Date" means the date set forth above. "Confidential Information" means non-public business, technical or legal information exchanged in connection with this Proposal.

2. SCOPE OF PROPOSED RESPONSIBILITIES

2.1 Description of Assigned Responsibilities. Proposer proposes that Recipient assume the following responsibilities, including the authority to make decisions, take actions, and enter into necessary subcontracts or procure services for performance:

Due Date: Estimated Cost:

Due Date: Estimated Cost:

2.2 Authority to Act. Recipient's assumption of Assigned Responsibilities shall include the authority to contract with third-party vendors, retain counsel or consultants, and take remedial or corrective action to the extent reasonably necessary to satisfy the obligations identified, subject to any explicit limitations set forth in writing in Section 7.

3. ASSUMPTION OF LIABILITY AND INDEMNIFICATION

3.1 Assumption. On such date as the parties agree in writing, Recipient shall assume responsibility for the Assigned Responsibilities and, to the extent expressly accepted in writing, shall assume any related liabilities arising from actions taken after the effective assumption date. Recipient expressly does not assume liabilities that are: (a) known and specifically reserved by Proposer in writing at the time of effective assumption; or (b) arising from Proposer's deliberate misconduct occurring prior to assumption.

3.2 Indemnification. Recipient shall indemnify, defend and hold harmless Proposer, its officers, directors and employees from and against any and all losses, damages, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Recipient's performance of the Assigned Responsibilities, except to the extent such losses arise from Proposer's gross negligence or willful misconduct.

4. INSURANCE AND RISK MANAGEMENT

4.1 Insurance. Recipient shall maintain, at its own expense, insurance coverage reasonably sufficient for the Assigned Responsibilities, including commercial general liability, professional liability where applicable, and workers' compensation. Recipient shall provide certificates of insurance upon written request from Proposer and shall name Proposer as an additional insured where exposure warrants.

4.2 Risk Allocation. Unless otherwise agreed in writing, each party bears the risk of its own acts or omissions; the indemnification obligations in Section 3 govern allocation of third-party claims.

5. REPORTING, RECORDS AND AUDIT

5.1 Reporting. Recipient shall provide Proposer with periodic written progress reports at intervals agreed in writing, not less frequently than monthly, describing actions taken, milestones achieved, expenditures incurred and any material incidents that may give rise to liability.

5.2 Records. Recipient shall maintain full and accurate records of actions, expenses and correspondence relating to the Assigned Responsibilities for a period of three (3) years following final performance and shall allow Proposer or an agreed auditor reasonable access to such records upon reasonable prior notice.

6. COMPENSATION AND EXPENSES

6.1 Compensation. If compensation is due to Recipient for performing Assigned Responsibilities, the agreed fee structure shall be: . Payment terms shall be net days from invoice.

6.2 Reimbursable Expenses. Recipient may invoice for pre-approved, reasonable out-of-pocket expenses incurred in the performance of the Assigned Responsibilities, subject to Proposer's prior written authorization for expenses exceeding .

7. LIMITATIONS, EXCLUSIONS AND CONDITIONS

7.1 Limitations. Recipient's obligations under this Proposal are conditioned upon Proposer's timely disclosure of material facts and provision of reasonable access to records, personnel and sites necessary for performance. Recipient shall not be responsible for latent liabilities not reasonably discoverable from Proposer's records or public information unless expressly accepted in writing.

7.2 Exclusions. Unless expressly assumed in writing, Recipient does not assume criminal liability, sanctions imposed by governmental authorities for pre-existing violations, or tax liabilities arising prior to effective assumption.

8. CONFIDENTIALITY

8.1 Confidentiality Obligations. Each party shall hold Confidential Information in strict confidence and shall not disclose it to third parties except as required by law or with the disclosing party's prior written consent. Confidentiality obligations survive termination of this Proposal for a period of three (3) years.

9. NOTICES

All notices and communications required or permitted under this Proposal shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice):

10. AMENDMENTS, WAIVER AND COUNTERPARTS

10.1 Amendment. This Proposal may be amended or modified only by a written instrument executed by both parties.

10.2 Waiver. No waiver of any right under this Proposal shall be effective unless in writing and signed by the party granting the waiver. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

10.3 Counterparts. This Proposal may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Proposal shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: Governing Jurisdiction: without regard to conflict of laws principles.

11.2 Entire Agreement. This Proposal, together with any documents expressly incorporated herein by written reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11.3 Severability. If any provision of this Proposal is held to be illegal, invalid or unenforceable, the remainder of the Proposal shall remain in full force and effect and the illegal, invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

12. ACCEPTANCE

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms of this Proposal. Recipient indicates consent to assume the Assigned Responsibilities as described above by checking the box and executing below.

Recipient Acceptance: Recipient hereby accepts the Assigned Responsibilities as set forth in this Proposal, subject to the terms contained herein.

ADDITIONAL REMARKS

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