Legal Technical Assistance Agreement

LEGAL TECHNICAL ASSISTANCE AGREEMENT

This Legal Technical Assistance Agreement ("Agreement") is made and entered into as of by and between located at ("Provider"), and located at ("Recipient"). Provider and Recipient are referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider possesses expertise in technical, procedural and legal advisory services described herein and is willing to provide such services to Recipient on the terms and conditions set forth in this Agreement; and

WHEREAS, Recipient requires technical assistance, consultation, deliverables and related professional services to support Recipient's legal operations, regulatory compliance, or transaction-related matters; and

WHEREAS, the Parties desire to set forth the scope, terms of engagement, allocation of intellectual property rights, confidentiality obligations, fees and liabilities in this Agreement.

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 "Deliverables" means the tangible work product, reports, analyses, software, documentation and other materials to be provided by Provider to Recipient as described in Section 2.1. "Confidential Information" means non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

2. SCOPE OF SERVICES

2.1 Services. Provider will perform the technical assistance and related legal-technical consulting services described in the statement of work below (collectively, the "Services") and will deliver the Deliverables identified therein. The Services shall include reasonable revisions to Deliverables in response to Recipient's written comments provided within the review periods specified in the statement of work.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues for the period set forth below unless earlier terminated in accordance with this Section. Term shall be unless extended by written agreement.

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 Recipient of its obligation to pay for Services performed and Deliverables delivered through the effective date of termination.

3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Recipient shall pay Provider the fees set forth in the fee schedule below. Unless otherwise agreed in writing, fees are exclusive of reasonable out-of-pocket expenses and applicable taxes.

4.2 Invoices. Provider will invoice Recipient monthly or upon milestone completion as set forth in the statement of work. Invoices are due and payable within days of invoice receipt.

4.3 Late Payment. 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 Non-Disclosure. Each Party agrees to hold Confidential Information of the other Party in strict confidence and to use such information solely to perform its obligations under this Agreement. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

5.2 Required Disclosure. If a Party is required by law or judicial order to disclose Confidential Information, such Party shall promptly notify the other Party and reasonably cooperate to seek protective treatment.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth herein, Provider retains ownership of Provider's pre-existing intellectual property, methodologies, tools and templates. To the extent Deliverables incorporate pre-existing Provider materials, Provider grants Recipient a non-exclusive, non-transferable license to use such materials solely for Recipient's internal purposes as contemplated by this Agreement.

6.2 Work Product Assignment. Subject to Provider's retained rights in pre-existing materials, Provider hereby assigns to Recipient all right, title and interest in and to Deliverables specifically created for Recipient and paid for in full under this Agreement, to the extent such assignment is legally effective.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

7.1 Mutual Representations. Each Party represents that it has full power and authority to enter into this Agreement and that its performance will not violate any agreement with any third party.

7.2 Provider Warranty. Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Recipient's sole and exclusive remedy for breach of this warranty shall be re-performance of the non-conforming Services or, if Provider cannot cure, refund of fees paid for the non-conforming Services.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.2, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Provider. Provider shall indemnify, defend and hold harmless Recipient from and against any third-party claim arising from Provider's gross negligence or willful misconduct in performing the Services.

8.2 Indemnification by Recipient. Recipient shall indemnify, defend and hold harmless Provider from and against any third-party claim arising from Recipient's misuse of Deliverables, breach of Recipient's obligations, or violation of law.

8.3 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. INSURANCE

Provider shall maintain commercially reasonable insurance coverage appropriate to the Services, including professional liability and general commercial liability insurance, and shall provide certificates of insurance upon reasonable request.

10. COMPLIANCE WITH LAWS

Each Party shall perform its obligations under this Agreement in compliance with applicable laws, rules and regulations and shall not use Deliverables or Services to facilitate illegal activity.

11. RELATIONSHIP OF THE PARTIES

The Parties are independent contractors. Nothing in this Agreement shall create an employment, partnership, joint venture or agency relationship between the Parties, and neither Party shall have authority to bind the other except as expressly provided herein.

12. NOTICES

All notices, requests and other communications required or permitted 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 written notice in accordance with this Section.

13. AMENDMENT; WAIVER

Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both Parties. Failure to enforce any provision shall not constitute a waiver of that or any other provision.

14. COUNTERPARTS

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

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles.

15.2 Entire Agreement. This Agreement, including the statement of work and any exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect to the maximum extent permitted by law.

16. MISCELLANEOUS

16.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that a Party may assign its rights and obligations to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes the assigning Party's obligations hereunder.

16.2 Publicity. Neither Party shall issue any public announcement concerning the Services or this Agreement without the prior written consent of the other Party, except as required by law.

SIGNATURES

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