Legal Wrap Plan Document

LEGAL WRAP PLAN DOCUMENT

This Legal Wrap Plan Document (the "Plan") is entered into as of by and between Client Name: , a(n) , with principal address (hereinafter "Client"), and Provider Name: , a(n) , with principal address (hereinafter "Provider").

RECITALS

WHEREAS, Client conducts activities that give rise to legal exposure described in the schedule attached hereto and requires centralized coordination of legal defense, claims handling, and settlement authority under a coordinated wrap plan; and

WHEREAS, Provider represents that it possesses the administrative capability and experience to administer claims, coordinate counsel and vendors, and provide wrap plan services subject to the terms and conditions of this Plan; and

WHEREAS, the parties desire to set forth the scope, governance, fees, and operational procedures that will apply to the Legal Wrap Plan.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. DEFINITIONS

1.1 "Covered Claim" means any claim, demand or suit asserted or threatened against Client that arises from the matters described in the Coverage Schedule and which, when determined in accordance with this Plan, is eligible for coordination and disposition under the Plan.

1.2 "Coverage Schedule" means the written schedule attached to this Plan, or a schedule otherwise designated in writing by the parties, listing categories of exposures, limits, and specific exclusions applicable to the Plan.

2. SCOPE OF SERVICES

Provider shall administer Covered Claims on behalf of Client and shall, subject to the terms of this Plan and any funding or settlement authorities set forth in the Coverage Schedule, perform claims intake, retain and supervise counsel and vendors, coordinate litigation strategy, negotiate settlements, and manage reporting and accounting for Covered Claims.

The specific description of services and any limitations shall be set forth in the Coverage Schedule or in the attached Service Exhibit. Describe specific services not otherwise detailed:

3. FUNDING, FEES AND SETTLEMENT AUTHORITY

3.1 Fees. Client shall pay Provider fees for administration as set forth below and in the Coverage Schedule. Administrative fee (periodic):

3.2 Funding. Client shall establish and maintain funding or reserve accounts for payment of defense costs and indemnity as required by the Coverage Schedule. Initial funding amount:

3.3 Settlement Authority. Provider's authority to settle a Covered Claim shall be limited to the amounts and conditions set forth in the Coverage Schedule. In the absence of an express funding or settlement limit, Provider shall obtain Client's written consent before agreeing to any settlement that obligates Client for an amount exceeding .

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, has the corporate power and authority to enter into this Plan, and that the execution and performance of this Plan has been duly authorized by all necessary corporate or organizational action.

5. CONFIDENTIALITY

Provider shall maintain the confidentiality of all claim files, privileged communications, and attorney work product generated in connection with the administration of Covered Claims. Provider shall not disclose any confidential information except as necessary to perform its obligations under this Plan or as required by law; any compelled disclosure shall be preceded by reasonable notice to Client.

6. INDEMNIFICATION AND LIABILITY

6.1 Indemnification by Provider. Provider shall indemnify, defend and hold Client harmless from and against any losses, damages, liabilities and expenses arising from Provider's gross negligence, willful misconduct, or material breach of this Plan in the performance of its duties.

6.2 Limitation of Liability. Except for liabilities arising from Provider's gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, punitive or exemplary damages, and Provider's aggregate liability under this Plan shall be limited to the total fees paid to Provider under this Plan during the twelve (12) month period preceding the event giving rise to liability.

7. TERM AND TERMINATION

7.1 Term. This Plan shall commence on the effective date set forth above and shall continue for an initial term of unless earlier terminated as provided below.

7.2 Termination for Cause. Either party may terminate this Plan for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

8. RECORDS, AUDIT AND REPORTING

Provider shall keep complete and accurate records of claims administration activities, payments made, and time expended. Client shall have the right, upon reasonable notice and during normal business hours, to audit Provider's records related to this Plan no more than once in any consecutive twelve (12) month period.

9. INSURANCE

Provider shall maintain professional liability insurance covering its claims administration services in amounts reasonably acceptable to Client and shall provide certificates evidencing such insurance upon request.

10. NOTICES

All notices required or permitted under this Plan shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or such other addresses as the party may designate by written notice.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Plan may be amended only by a written instrument executed by both parties. No waiver of any breach shall constitute a waiver of any other breach. This Plan may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Plan shall be governed by and construed in accordance with the laws of the jurisdiction where Client's principal place of business is located, without regard to choice of law principles. This Plan, including the Coverage Schedule and any incorporated exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Plan is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

13. MISCELLANEOUS PROVISIONS

13.1 Subcontracting. Provider may engage subcontractors to perform administrative functions but remains liable for the performance of any subcontractor to the same extent as if Provider performed the services directly.

13.2 Conflict of Interest. Provider shall disclose any actual or potential conflicts of interest that may affect Provider's ability to administer Covered Claims impartially.

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