Legal Wrap Contract

LEGAL WRAP CONTRACT

This Legal Wrap Contract (the "Agreement") is entered into as of by and between Party A: , an entity organized as with its principal place of business at ; and Party B: , an entity organized as with its principal place of business at . Each of the foregoing is referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A and Party B desire to allocate, wrap and manage certain liabilities, obligations, and third-party claims arising from specified transactions, contracts, or events as set forth in this Agreement (the "Wrapped Obligations");

WHEREAS, the Parties intend that this Agreement provide a single, enforceable contractual framework to govern responsibility for the Wrapped Obligations and to set forth remedies, indemnities and procedures for claim resolution; and

WHEREAS, the Parties desire to define the scope, procedures and limitations of the wrap arrangement and to provide for the allocation of costs, defense obligations, and any recoveries between them.

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

1. DEFINITIONS

1.1 "Wrapped Obligations" means the specific liabilities, claims, costs and expenses described in Schedule A attached hereto and any additional obligations the Parties expressly agree in writing to include under this Agreement. Schedule A will identify by description, date range and associated contracts or transactions the obligations to be wrapped.

1.2 "Claim" means any demand, suit, arbitration, administrative or other proceeding asserted by a third party against one or more Parties arising out of or relating to a Wrapped Obligation.

2. SCOPE OF THE WRAP

2.1 Subject to the terms and limitations of this Agreement, each Party agrees to accept the allocation of responsibility for Wrapped Obligations as set forth in Schedule A and to perform its obligations for defense, indemnity, settlement and payment consistent with the allocation.

2.2 The Parties acknowledge that the allocation in Schedule A is based on their negotiated apportionment of risk and shall control over any inconsistent provision in any underlying agreement unless expressly amended in writing.

3. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into and perform this Agreement; (c) the person executing this Agreement on its behalf is authorized to bind it; and (d) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, subject to bankruptcy, insolvency and equitable principles.

4. DEFENSE AND INDEMNIFICATION

4.1 Defense. The Party allocated primary defense responsibility for a Claim under Schedule A shall have the right to defend and control the defense and settlement of such Claim, provided that any settlement that imposes obligations other than the payment of money or imposes liability on the non-defending Party requires the prior written consent of that Party, such consent not to be unreasonably withheld.

4.2 Indemnification. Subject to the limitations in this Agreement, each Party shall indemnify, defend and hold harmless the other Party from and against any Losses attributable to the indemnifying Party's allocated Wrapped Obligations as set forth in Schedule A. "Losses" include reasonable attorneys' fees, court costs, settlements, judgments, and other costs of defense incurred in connection with a Claim.

4.3 Procedures. A Party seeking indemnity shall promptly notify the indemnifying Party in writing of any Claim and shall reasonably cooperate in the defense. Failure to give prompt notice shall not relieve the indemnifying Party of its obligations unless the delay materially prejudices the indemnifying Party's ability to defend the Claim.

5. LIMITATION OF LIABILITY

Except for willful misconduct, fraudulent misrepresentation, or a Party's breach of its confidentiality obligations under Section 9, neither Party shall be liable to the other for consequential, incidental, indirect, exemplary or punitive damages arising from this Agreement. Aggregate liability of each Party for all claims under this Agreement shall not exceed the lesser of (a) the direct damages proven and (b) the sum of amounts specified as the wrap cap in Schedule A.

6. PAYMENT AND COST ALLOCATION

6.1 Allocation. The Parties shall allocate costs, defense expenses and settlements in accordance with Schedule A. Any Party required to advance funds shall provide documentation reasonably supporting such advances.

6.2 Reimbursement. Unless otherwise set forth in Schedule A, reimbursement of advanced defense costs shall be made within thirty (30) days of invoicing, accompanied by appropriate supporting documentation.

7. TERM; TERMINATION; SURVIVAL

7.1 Term. This Agreement shall commence on the Effective Date and continue for the period set forth in Schedule A, unless earlier terminated in accordance with this Agreement.

7.2 Termination. A Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice. Termination shall not relieve a Party of obligations with respect to Claims arising prior to termination nor affect rights or obligations that by their nature survive termination.

7.3 Survival. Provisions of this Agreement that by their nature should survive termination or expiration, including but not limited to Sections 1 (Definitions), 4 (Defense and Indemnification), 5 (Limitation of Liability), 9 (Confidentiality), 11 (Governing Law) and 12 (Entire Agreement), shall survive.

8. CONFIDENTIALITY

Each Party shall maintain in confidence and not disclose to any third party any nonpublic information received from the other Party in connection with this Agreement, except as required by law, regulation, or a valid order of a court or governmental authority. A receiving Party may disclose Confidential Information to its counsel, auditors and insurers provided such recipients are bound by confidentiality obligations no less restrictive than those herein.

9. NOTICES

All notices, requests, demands 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 notice). Notices shall be deemed given upon personal delivery, three (3) days after deposit with a nationally recognized overnight courier, or five (5) days after deposit in the United States mail, certified or registered, return receipt requested.

10. ASSIGNMENT

Neither Party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

11. AMENDMENT; WAIVER; COUNTERPARTS

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. 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.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the county specified below for resolution of disputes arising under this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including Schedule A and any other exhibits or written amendments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

14. ADDITIONAL PROVISIONS

14.1 Insurance. Each Party shall maintain insurance coverage reasonably appropriate for the risks allocated to it under this Agreement and shall provide certificates of insurance upon reasonable request.

14.2 Cooperation. The Parties shall cooperate in good faith to coordinate defenses, share information, and pursue any rights of recovery against third parties where appropriate.

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