Legal Services SPA Opalus

LEGAL SERVICES AGREEMENT (SPA OPALUS)

This Legal Services Agreement (the Agreement) is entered into as of the Date: by and between Service Provider Name: with principal place of business at (Service Provider), and Client Name: with principal place of business at (Client). Service Provider and Client are each a Party and together the Parties.

Recitals

WHEREAS, Service Provider is engaged in the business of providing legal advisory, litigation support, regulatory compliance counseling and related legal services; and

WHEREAS, Client desires to retain Service Provider to perform legal services on the terms and conditions set forth herein and Service Provider is willing to provide such services; and

WHEREAS, the Parties intend that this Agreement govern the provision, payment and ownership of deliverables arising from the legal services to be performed by Service Provider.

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

1. Definitions

1.1 "Services" means the legal services described in Section 2 and any agreed written amendments. 1.2 "Work Product" means all documents, advice, pleadings, memoranda, opinions, analyses and other tangible or intangible results prepared by Service Provider in connection with the Services. 1.3 "Confidential Information" has the meaning given in Section 6.

2. Scope of Services

2.1 Service Provider shall provide legal services to Client as described in the engagement description below. Service Provider will exercise professional skill, care and due diligence in performing the Services.

3. Term

3.1 The term of this Agreement commences on the Effective Date and continues until completion of the Services or earlier termination in accordance with Section 12.

3.2 Either Party may propose extensions or additional engagements in writing; no additional work will be performed until agreed in writing.

4. Fees and Payment

4.1 Client shall pay Service Provider fees as set forth below and in any fee schedule attached to this Agreement. Fees are exclusive of applicable taxes and reimbursable expenses unless otherwise stated.

4.2 Invoices are payable within days of receipt. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4.3 Client shall reimburse reasonable out-of-pocket expenses incurred by Service Provider in connection with the Services upon presentation of supporting documentation.

5. Conflicts; Independence

Service Provider represents that, to the best of its knowledge after reasonable inquiry, there are no conflicts of interest that would preclude Service Provider from representing Client. If a conflict arises, Service Provider shall promptly notify Client and cease representation where required by applicable professional rules.

6. Confidentiality

6.1 "Confidential Information" means non-public information disclosed by one Party to the other in connection with the Services that is designated confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that is: (a) publicly known other than by a breach; (b) already known by the receiving Party; or (c) rightfully received from a third party without restriction.

6.2 The receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall protect it with the same degree of care it uses for its own confidential information, but no less than reasonable care.

6.3 If compelled by law to disclose Confidential Information, the receiving Party will provide prompt notice when permissible and limit disclosure to the extent required.

7. Intellectual Property

7.1 Client acknowledges that Service Provider's methodologies, templates and pre-existing materials are proprietary. Service Provider grants Client a non-exclusive, non-transferable license to use Work Product delivered under this Agreement solely for Client's internal business purposes, unless the Parties agree otherwise in writing.

7.2 To the extent permitted by professional rules, Service Provider assigns to Client all right, title and interest in final Work Product prepared specifically for Client upon full payment of fees due for such Work Product.

8. Records; Audit

Service Provider shall maintain accurate records of time and expenses related to the Services. Client may request copies of such records reasonably necessary to verify charges; such requests shall be limited to records for the prior 12 months and subject to confidentiality protections.

9. Warranties; Disclaimer

Service Provider warrants that it will perform Services in a professional and workmanlike manner consistent with applicable professional standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, each Party's aggregate liability under or in connection with this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the 12 months preceding the event giving rise to the claim.

11. Indemnification

Client shall indemnify, defend and hold harmless Service Provider and its partners, agents and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's use of the Work Product or Client's failure to provide accurate or timely information necessary for Service Provider to perform the Services, except to the extent caused by Service Provider's gross negligence or willful misconduct.

12. Termination

12.1 Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within 30 days after receiving written notice specifying the breach.

12.2 Client may terminate for convenience upon 30 days' prior written notice and shall pay Service Provider for Services rendered and expenses incurred through the effective date of termination, together with a reasonable estimate of fees for work in process.

13. Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to any other address a Party designates by notice. Notices are effective upon personal delivery, one business day after delivery to a recognized overnight courier, or three business days after deposit in the U.S. mail with first class postage prepaid.

14. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

15. Entire Agreement; Severability

This Agreement, including any schedules or written engagement letters signed by the Parties, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Amendments; Waiver; Counterparts

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. Failure or delay in exercising any right shall not constitute a waiver. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument.

17. Professional Rules

The relationship of Service Provider to Client is that of independent legal counsel. Service Provider shall comply with applicable rules of professional conduct and conflict of interest rules; nothing in this Agreement shall be construed to limit such obligations.

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