Legal Risk Management Document

LEGAL RISK MANAGEMENT AGREEMENT

This Legal Risk Management Agreement ("Agreement") is made and entered into as of Effective Date: by and between Party A Name: , an entity organized as Corporation LLC with principal place of business at ("Party A"), and Party B Name: , an entity organized as Corporation LLC with principal place of business at ("Party B").

RECITALS

WHEREAS, Party A possesses legal, compliance and risk management capabilities and Party B requires assistance in identifying, assessing and managing legal risks that may affect its business operations; and

WHEREAS, the Parties desire to establish the roles, procedures and reporting protocols for the assessment, mitigation and remediation of legal risk in accordance with the terms set forth herein; and

WHEREAS, the Parties intend that the processes established by this Agreement shall promote proactive identification of legal risk, timely escalation of incidents and consistent remedial actions across the Parties' operations.

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

1. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below unless the context otherwise requires:

"Legal Risk" means any exposure to loss, liability, regulatory action or reputational harm arising from non-compliance with applicable law, contract breach, litigation, investigation or other legal obligation.

"Risk Threshold" means the materiality measure used by the Parties to prioritize remediation. The Risk Threshold for the initial term is USD or any lower amount the Parties may agree in writing.

2. SCOPE OF SERVICES

Party A shall provide legal risk management services to Party B, including but not limited to: (a) risk identification and legal issue triage; (b) periodic risk assessments; (c) preparation of remediation plans; (d) coordination of legal responses to incidents; and (e) ongoing monitoring and reporting as set forth in this Agreement.

Party B shall furnish Party A with timely access to relevant documents, personnel and systems necessary for performance. Party B shall designate a primary contact for operational coordination:

3. RISK ASSESSMENT PROCEDURES

Party A shall conduct formal risk assessments at the frequency agreed by the Parties: . Each assessment shall include identification of legal exposures, scoring of likelihood and impact, and recommended remediation steps.

4. REPORTING AND ESCALATION

Party A shall deliver written risk assessment reports to the Parties' designated recipients within business days following completion of each assessment. Reports shall identify material risks above the Risk Threshold and include prioritized remediation timelines.

5. CONTROLS, REMEDIATION AND TRACKING

Upon identification of a material Legal Risk, the responsible party shall implement the remediation plan within the agreed remediation period, which shall not exceed days absent exigent circumstances. The Parties shall maintain a remediation tracker that records status, owner, and completion date.

6. COMPLIANCE, TRAINING & AUDIT RIGHTS

Party B shall ensure personnel participate in reasonable training programs related to legal risk identification and mitigation. Party A shall have the right, upon reasonable notice, to audit Party B's compliance with agreed control measures. Audit scope and frequency will be reasonable and proportionate to identified risks.

7. CONFIDENTIALITY

Each Party shall maintain in confidence all non-public information disclosed in connection with this Agreement and shall use such information solely for purposes of performing obligations hereunder. Confidential information does not include information that is or becomes generally available to the public other than by breach of a confidentiality obligation or that is independently developed without use of the other Party's confidential information.

8. DATA SECURITY

Each Party shall implement and maintain commercially reasonable administrative, physical and technical safeguards to protect personal data and confidential information processed under this Agreement. Any data breach materially affecting the other Party shall be reported without undue delay and in no event later than hours after discovery.

9. LIABILITY; INDEMNIFICATION

Except for willful misconduct or gross negligence, neither Party shall be liable to the other for indirect, incidental, special or consequential damages, including lost profits. Each Party shall indemnify and hold harmless the other from third party claims arising out of the indemnifying Party's breach of this Agreement, negligence or willful misconduct, provided that the indemnified Party gives prompt written notice of any claim and cooperates in the defense.

10. INSURANCE

Each Party shall maintain, at its expense, insurance appropriate to its obligations hereunder, including professional liability and general liability coverage with limits not less than USD per occurrence, or such higher amounts as required by applicable law.

11. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for an initial period of months, unless earlier terminated in accordance with this Section. Either Party may terminate for material breach if the breach remains uncured thirty (30) days after written notice. Termination shall not relieve either Party of obligations accrued prior to termination, including confidentiality and indemnity obligations.

12. NOTICES

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

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

Execution of this Agreement by electronic signature, facsimile or other reproductions of an original signed counterpart shall have the same force and effect as an original signature.

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