Legal Responsibility Agreement

LEGAL RESPONSIBILITY AGREEMENT

This Legal Responsibility Agreement (the "Agreement") is made and entered into as of Effective Date: , by and between Responsible Party: and Recipient: . Each of Responsible Party and Recipient may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Responsible Party performs certain duties, services or holds certain obligations described herein and is willing to accept legal responsibility for the performance and consequences of those duties under the terms set forth in this Agreement;

WHEREAS, Recipient requires that Responsible Party assume certain responsibilities and liabilities as a condition to permitting Responsible Party to perform specified activities, access Recipient property or receive Recipient information; and

WHEREAS, the Parties desire to define their respective responsibilities, limitations of liability and indemnification obligations in order to allocate risk and provide certainty regarding third-party claims, compliance and remedial actions.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Effective Date" means the date set forth above. 1.2 "Confidential Information" means non-public information disclosed by one Party to the other either orally or in writing, including but not limited to technical data, business plans, personnel records, financial information and trade secrets, whether marked confidential or not. 1.3 "Third Party Claim" means any claim, demand, suit or action asserted by a person or entity other than the Parties arising out of or relating to the subject matter of this Agreement.

2. SCOPE OF RESPONSIBILITIES

2.1 Responsible Party Obligations. Responsible Party shall at its sole cost and expense perform the obligations described below with reasonable skill and care, in compliance with all applicable laws, codes and industry standards, and in accordance with any schedule mutually agreed in writing:

2.2 Recipient Cooperation. Recipient shall cooperate reasonably with Responsible Party by providing access, information and approvals reasonably required for performance, subject to Recipient's security and confidentiality policies.

3. STANDARD OF CARE; COMPLIANCE

Responsible Party warrants that its performance will be conducted in a professional manner consistent with generally accepted industry standards. Responsible Party shall obtain and maintain all licenses, permits and insurance required by applicable law and shall comply with all statutes, ordinances, regulations and applicable rules.

4. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence or a Party's indemnification obligations under Section 5, neither Party shall be liable to the other for incidental, consequential, punitive or special damages. The aggregate liability of either Party for direct damages arising from this Agreement shall not exceed the lesser of (a) the actual direct damages incurred or (b) the sum of monetary amounts paid between the Parties in connection with the subject matter during the twelve (12) month period preceding the event giving rise to the claim.

5. INDEMNIFICATION

5.1 Responsible Party shall defend, indemnify and hold harmless Recipient and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from Third Party Claims to the extent attributable to Responsible Party's breach of this Agreement, negligence, willful misconduct, or failure to comply with law.

5.2 Recipient shall give Responsible Party prompt written notice of any claim for which indemnity is sought, provided that failure to provide prompt notice will not relieve Responsible Party of its obligations except to the extent actual prejudice is shown.

6. CONFIDENTIALITY

Each Party shall protect Confidential Information of the other with at least the same degree of care as it protects its own similar confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed to third parties except as expressly permitted by this Agreement or required by law, and shall be used only for performance of obligations under this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

7. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until terminated by either Party upon thirty (30) days' prior written notice to the other Party, or immediately upon material breach that remains uncured for fifteen (15) days after receipt of written notice. Termination shall not relieve either Party of obligations accrued prior to termination, including indemnification obligations.

8. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or sent by overnight courier to the addresses set forth above or to such other address as a Party designates by notice in accordance with this Section.

9. AMENDMENTS; WAIVER

No modification or amendment of this Agreement will be effective unless in a writing signed by authorized representatives of both Parties. Waiver of any default will not be deemed a waiver of any subsequent default or of the same default on a future occasion.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute provision that most nearly effects the Parties' intent.

12. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

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