Litigation Addendum Form

LITIGATION ADDENDUM FORM

This Litigation Addendum (the "Addendum") is made effective as of Effective Date: by and between Party A Name: (Entity Type: Individual Corporation LLC Other ) and Party B Name: (Entity Type: Individual Corporation LLC Other ), each a "Party" and collectively the "Parties". This Addendum amends and supplements the underlying agreement between the Parties dated (the "Agreement").

RECITALS

WHEREAS, a dispute has arisen or may arise concerning the matters described as Case Name: , currently filed in Court: , Docket/Case No.: .

WHEREAS, the Parties wish to allocate responsibilities for preservation of evidence, selection and approval of counsel, cost-sharing, confidentiality, indemnification and other litigation-related matters in order to avoid uncertainty and to supplement the Agreement.

WHEREAS, the Parties agree that the terms set forth in this Addendum shall govern the Parties' conduct with respect to the Litigation to the extent inconsistent with the Agreement.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties agree as follows:

1. SCOPE OF ADDENDUM

1.1 This Addendum governs the Parties' respective rights and obligations with respect to the Litigation identified above, including preservation of evidence, cooperation, allocation of fees and costs, selection of counsel, confidentiality obligations, settlement authority and indemnity. To the extent of any conflict between this Addendum and the Agreement, the terms of this Addendum shall control with respect to litigation matters.

2. NOTICE AND COOPERATION

2.1 Each Party shall promptly notify the other Party in writing of any service of process, request for production, subpoena, preservation letter or other litigation-related communication reasonably affecting the Parties. Primary litigation notice for Party A: , Contact Email/Phone: . Primary litigation notice for Party B: , Contact Email/Phone: .

2.2 The Parties shall reasonably cooperate in all aspects of the Litigation, including preservation and collection of documents, identification of custodians, and participation in meet-and-confer processes. Where preservation or collection imposes a disproportionate burden, the Parties shall meet and confer in good faith to allocate the burden.

3. PRESERVATION OF EVIDENCE

3.1 Each Party affirms that it shall preserve all potentially relevant documents, electronically stored information and tangible materials that may be responsive to claims in the Litigation. The Parties agree to implement reasonable litigation holds and to identify key custodians and sources of relevant information when requested by the other Party.

4. SELECTION OF COUNSEL; DEFENSE AND CONTROL

4.1 Unless otherwise agreed, the Party principally charged with defense shall have the right to select counsel for the defense of the applicable claims, subject to the other Party's reasonable approval, which shall not be unreasonably withheld. Lead counsel for the Parties (if agreed) may be identified as Lead Counsel: , Firm: .

4.2 A Party that assumes defense shall keep the other Party reasonably informed and shall consult in good faith regarding major litigation decisions, including dispositive motions and settlement offers. No Party shall unreasonably withhold consent to settlement that would impose liability on the other Party.

5. ALLOCATION OF COSTS AND ATTORNEY FEES

5.1 Unless otherwise agreed in writing, costs and attorneys' fees incurred in connection with the Litigation shall be allocated as follows. Party A's share of defense costs and fees: . Party B's share of defense costs and fees: .

5.2 If a Party prevails and is entitled to recover attorneys' fees by statute, contract or order, the prevailing Party shall be entitled to such recovery as may be awarded by the tribunal, subject to equitable allocation between the Parties where recovery relates to claims common to both Parties.

6. CONFIDENTIALITY

6.1 The Parties acknowledge that certain information exchanged in the course of the Litigation may be confidential or privileged. The Parties agree to use reasonable measures to maintain confidentiality and to designate materials as Confidential where appropriate. Privileged communications remain protected and any inadvertent disclosure of privileged materials shall be handled in accordance with applicable law and privilege protocols.

7. INDEMNIFICATION

7.1 Subject to the Agreement, each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims to the extent arising from the indemnifying Party's actions or omissions. The Parties' indemnity obligations shall be limited to the extent provided in the Agreement and applicable law. Limit of indemnity (if agreed): .

8. INSURANCE

8.1 Each Party shall maintain insurance coverage as required under the Agreement. Where insurance coverage responds to the Litigation, the Parties shall cooperate with their respective insurers, provide timely notice of claims and comply with policy conditions. Insurance carrier for Party A: , Policy No.: .

9. SETTLEMENT AUTHORITY

9.1 No Party shall enter into a settlement, consent judgment or other disposition that would materially affect the rights or obligations of the other Party without the other Party's prior written consent, which consent shall not be unreasonably withheld. Where a settlement releases claims of both Parties, the Parties shall cooperate to negotiate allocation of settlement proceeds and responsibilities.

10. DISPUTE RESOLUTION; GOVERNING LAW

10.1 Except as otherwise required by applicable court rules, the Parties agree that disputes arising under this Addendum shall be resolved by the dispute resolution mechanism specified in the Agreement. If the Agreement is silent, the Parties agree that exclusive venue for claims between the Parties shall be in the state or federal courts located in Jurisdiction: .

10.2 Governing Law: This Addendum shall be governed by and construed in accordance with the laws of the jurisdiction identified above without regard to principles of conflicts of law.

11. MISCELLANEOUS PROVISIONS

11.1 Entire Agreement: This Addendum, together with the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

11.2 Amendments and Waiver: No amendment or waiver of any provision of this Addendum shall be effective unless in writing and signed by both Parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

11.3 Severability: If any provision of this Addendum is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

11.4 Counterparts: This Addendum 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. NOTICES

13. ADDITIONAL TERMS

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