Legal Travel Stipulation

LEGAL TRAVEL STIPULATION

This Legal Travel Stipulation (the "Stipulation") is entered into as of by and between , with principal address ("First Party"), and , with principal address ("Second Party").

RECITALS

WHEREAS, the Parties anticipate one or more instances of travel for purposes related to the matter identified above, including but not limited to depositions, hearings, inspections, meetings, and witness interviews (collectively, "Authorized Travel"); and

WHEREAS, the Parties desire to set forth the procedures, approvals, expense allocation, documentation requirements and liability allocation applicable to Authorized Travel to avoid dispute and to provide an enforceable framework for reimbursement and conduct; and

WHEREAS, the Parties intend that this Stipulation govern all travel undertaken pursuant to this agreement unless otherwise modified in writing by the Parties.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "Authorized Traveler" means a natural person whose travel has been pre-approved in writing by the Parties in accordance with Section 2. 1.2 "Reimbursable Expenses" means those reasonable and necessary expenses expressly authorized under Section 3 and incurred in connection with Authorized Travel.

2. TRAVEL AUTHORIZATION

2.1 Prior Approval. No travel shall be deemed Authorized Travel unless the Parties have provided prior written approval identifying the Authorized Traveler, the purpose of travel, estimated dates and destination. 2.2 Authorization Request. An authorization request shall include: Authorized Traveler name(s), role, travel_start_date: and travel_return_date: , destination: , and estimated total cost.

3. EXPENSES AND PAYMENT

3.1 Reimbursable Items. Reimbursable Expenses include economy class airfare (unless higher class is pre-authorized), ground transportation, lodging at a commercially reasonable rate, and reasonable meals and incidental expenses. 3.2 Maximum. The Parties agree a maximum reimbursable amount per trip of unless prior written approval is obtained. 3.3 Allocation. Reimbursement shall be allocated as follows:

4. BOOKING, CHANGES, AND CANCELLATIONS

4.1 Booking. Travel shall be booked in the name of the Authorized Traveler and conform to any policies set forth by the Parties. 4.2 Changes/Cancellations. Costs arising from voluntary changes or cancellations not authorized in writing are the responsibility of the party requesting the change. 4.3 Upgrades. Any upgrade to higher class or additional services must be pre-approved in writing and, unless otherwise agreed, are not reimbursable.

5. RECEIPTS, RECORDS, AND REPORTING

5.1 Receipts Required. Reimbursement requires itemized receipts for all expenses in excess of $25.00 and for airfare, lodging, and ground transportation regardless of amount. Receipts shall be submitted within days of return. 5.2 Form of Submission. Documentation must identify date, merchant, amount, and business purpose. 5.3 Audit. Each Party reserves the right to audit travel records and require additional substantiation.

6. CONDUCT, SAFETY, AND COMPLIANCE

6.1 Compliance. Authorized Travelers must comply with all applicable laws, venue rules, and safety protocols while traveling. 6.2 Conduct. Each Party shall ensure its Authorized Travelers conduct themselves professionally and shall be responsible for misconduct by its personnel.

7. INDEMNIFICATION AND LIABILITY

7.1 Indemnity. Each Party shall indemnify, defend and hold the other harmless from and against any claims, losses or liabilities arising from its Authorized Traveler's negligent acts or willful misconduct in connection with travel, except to the extent caused by the indemnitee's negligence or willful misconduct. 7.2 Insurance. Parties shall maintain appropriate travel and liability insurance for their Authorized Travelers.

8. CONFIDENTIALITY

8.1 Any non-public information obtained or observed by an Authorized Traveler during travel that relates to the other Party's confidential matters shall be treated as Confidential Information under any existing confidentiality agreement between the Parties and shall not be disclosed except as required by law.

9. TAXES

9.1 Each Party is responsible for reporting and paying any taxes, withholdings, or similar obligations applicable to reimbursements or payments made under this Stipulation in accordance with applicable law.

10. NOTICES

All notices required or permitted under this Stipulation shall be in writing and delivered to the designated representative for each Party at the addresses below. Notices shall be effective upon receipt.

11. AMENDMENTS; WAIVER

11.1 Amendment. This Stipulation may be amended only by a writing executed by both Parties. 11.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver.

12. COUNTERPARTS

This Stipulation 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. A signature delivered by electronic means shall be binding.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Stipulation shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. 13.2 Entire Agreement. This Stipulation constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements. 13.3 Severability. If any provision is held unenforceable, the remainder of this Stipulation shall remain in full force and effect.

14. MISCELLANEOUS

14.1 Remedies. Except as otherwise provided, remedies under this Stipulation shall be cumulative and not exclusive. 14.2 No Third-Party Beneficiaries. This Stipulation is for the benefit of the Parties only and confers no rights on third parties.

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