Legal Risk Management Agreement

LEGAL RISK MANAGEMENT AGREEMENT

This Legal Risk Management Agreement ("Agreement") is entered into as of by and between Client Name: , a , with principal place of business at (hereinafter "Client"), and Service Provider Name: , a , with principal place of business at (hereinafter "Provider"). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client requires professional services to identify, assess, and mitigate legal risks arising from Client's operations, regulatory obligations, contracts, and strategic initiatives; and

WHEREAS, Provider represents that it has the expertise, personnel, and methodologies necessary to perform legal risk management, compliance assessment, and advisory services reasonably required by Client; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the provision of such services.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by either Party to the other, whether disclosed orally, in writing, electronically, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, client data, legal analyses, assessments, risk registers, and deliverables prepared under this Agreement. Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) is rightfully received by the receiving Party without restriction from a third party not under an obligation of confidentiality, or (c) is independently developed by the receiving Party without use of Confidential Information of the disclosing Party.

1.2 "Services" means the legal risk management services described in Section 2 and any Statement of Work executed under this Agreement.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services as specified in one or more Statements of Work (each, an "SOW") executed by the Parties. Each SOW shall describe the specific tasks, deliverables, schedule, acceptance criteria, and fees. In the absence of a separate SOW, the Services shall include: risk identification, legal and regulatory gap analysis, contract review and risk scoring, development of mitigation plans, remediation oversight, and regular reporting.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Termination shall not relieve either Party of obligations incurred prior to the effective date of termination.

3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach, provided that certain material breaches that are not curable shall permit immediate termination.

4. FEES, EXPENSES, AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in each SOW. If no SOW is executed, the Parties agree to the fee amount of for initial engagement and thereafter as set forth in an agreed schedule.

4.2 Expenses. Client shall reimburse Provider for reasonable pre-approved out-of-pocket expenses incurred in connection with the performance of Services upon submission of receipts or other documentation.

4.3 Late Payments. Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5. CONFIDENTIALITY

5.1 Each Party shall hold the other Party's Confidential Information in strict confidence and shall not disclose such Confidential Information except to its employees, agents, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Each Party shall use Confidential Information solely to perform its obligations under this Agreement.

5.2 The obligations under this Section shall continue for years following termination or expiration of this Agreement, except that obligations with respect to trade secrets shall survive for as long as such information qualifies as a trade secret under applicable law.

6. DATA SECURITY AND BREACH NOTIFICATION

6.1 Provider shall maintain administrative, technical, and physical safeguards appropriate to the nature of the Confidential Information and reasonably designed to protect against unauthorized access, use, alteration, or disclosure.

6.2 In the event of any actual or reasonably suspected security incident or unauthorized disclosure affecting Client data, Provider shall notify Client without undue delay and, in any event, within hours of discovery and shall cooperate with Client to investigate, remediate, and provide required notices.

7. COMPLIANCE WITH LAW

7.1 Each Party shall perform its obligations in compliance with all applicable laws, regulations, and professional standards. Provider shall maintain any licenses or certifications necessary to perform the Services and shall not provide legal advice in jurisdictions where it is not authorized to practice.

8. RISK ASSESSMENT, MITIGATION AND REPORTING

8.1 Provider shall conduct periodic risk assessments as agreed in the SOW and deliver written reports documenting findings, risk ratings, recommended mitigations, and an implementation plan. Assessment frequency:

9. INDEMNIFICATION

9.1 Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement.

9.2 Client shall indemnify, defend, and hold harmless Provider from and against claims arising from Client's misuse of Provider's deliverables, Client's willful misconduct, or Client's breach of obligations under this Agreement.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 The aggregate liability of Provider for any claim arising out of or related to this Agreement shall not exceed the greater of (a) the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim, or (b) .

11. INSURANCE

12. AUDIT RIGHTS

12.1 Client shall have the right, upon reasonable prior notice and during normal business hours, to audit Provider's records and systems related to the Services to verify compliance with this Agreement. Such audits shall be conducted in a manner that minimizes disruption to Provider's operations and shall be subject to confidentiality obligations.

13. INTELLECTUAL PROPERTY

13.1 As between the Parties, Provider retains all right, title and interest in and to Provider's pre-existing intellectual property, methodologies, tools, templates, and know-how. Client shall own all right, title and interest in and to deliverables created exclusively for Client under this Agreement, subject to Provider's ownership of its pre-existing materials and a non-exclusive, royalty-free license to the extent necessary for Provider to perform the Services and exercise its rights under this Agreement.

14. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by notice pursuant to this Section). Notices shall be deemed effective upon receipt when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the mail, postage prepaid.

15. AMENDMENTS, WAIVER, COUNTERPARTS

15.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. The failure of either Party to enforce any right shall not constitute a waiver of that right.

15.2 This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be binding and have the same force and effect as original signatures.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the Parties:

16.2 Entire Agreement. This Agreement, together with any executed SOWs, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral.

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

MISCELLANEOUS

17.1 Relationship of the Parties. Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency between the Parties.

17.2 Subcontracting. Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for the performance of its subcontractors and for compliance with this Agreement.

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