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Of Counsel Agreement with PartnershipPage 1 of 4 Of Counsel Agreement with Law Partnership Agreement is made , between (date) , a (Name of Partnership) Partnership engaged in the general practice of law with its principal place of business at (street address, city, state, zip code) referred to herein as the Firm, and , (of Counsel's Name) of . (street address, city, state, zip code) referred to herein as Counsel or Of Counsel . Whereas, , has recently retired from the Firm; (Of Counsel’s Name) and Whereas, Counsel desires to continue to practice law with the Firm, in an Of Counsel capacity; and Whereas, the Partnership desires to benefit from the wisdom and experience of , and retain him in an Of Counsel capacity pursuant (Counsel’s Name) to the terms of this Agreement; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Term of Agreement and Renewal This Agreement shall terminate on , but shall be renewable from (date) year to year for additional periods of (i.e., one) year, upon Counsel's application to the Managing Partner of the Firm, submitted at least (60) days before the anniversary date of this Agreement. The Managing Partner shall act upon the application within (10) days after its receipt, but failing such action, this Agreement shall be renewed on the same terms for the further period of (i.e., one) year from such anniversary date of this Agreement. 2. Title Counsel 's title will be Of Counsel. The Firm will be permitted to list Counsel's name in that capacity, as it deems fit, on letterheads, brochures, professional listings (such as Martindale- Hubbell), and other promotional materials. Of Counsel Agreement with PartnershipPage 2 of 4 3. Nature of Relationship Counsel ’s status will be that of an independent contractor, and not an employee of the Firm . 4. Health and Life Insurance Firm shall take such steps as may be necessary to assure that Counsel is eligible to remain a member of the group covered by the Firm's health and life insurance policy. Counsel thus will have the opportunity to purchase from the Firm's health and life insurance carrier such coverage as the carrier offers at group rates, at Counsel's own expense. If the Firm, rather than Counsel , is billed by the carrier, then the Firm, in turn, will bill Counsel for the amount that is reimbursable to the Firm. 5. Duties of the Firm A.Firm will provide Counsel with an office in the Firm's location at , (street address, city, state, and zip code) equivalent in size to an associate's office, as long as Counsel makes minimal use of the office. Counsel will also have access to all of the Firm's office services (e.g., telephone, computer on-line service, Internet and e-mail access, facsimile, photocopying). The Firm will also provide secretarial assistance, limited to: 1. Handling of correspondence related to professional organizations of which Counsel may be a member; 2. Forwarding of mail to Counsel; and 3. Responding to telephone calls made to Counsel. B. Firm will pay or reimburse Counsel for the use of parking facilities in the building where Counsel 's office is located. C. Firm will pay or reimburse Of Counsel for (state and county) Bar Association dues. In addition, if Of Counsel becomes involved in one of the substantive committees of the State Bar or the American Bar Association, Firm will pay the expenses associated with those activities. D. Counsel may attend meetings of the Firm's partners upon Counsel's request to the Managing Partner; Counsel will receive copies of agenda materials for such meetings. 6. Compensation and Client Development Counsel will receive no compensation from the Firm for his or her service as Of Counsel. In consideration of the provision of services mentioned in Section 5 above, Counsel agrees to assist the Firm, to a reasonable degree, with client development efforts upon request by the Firm, Of Counsel Agreement with PartnershipPage 3 of 4 but not to exceed the expenditure by Counsel of more than hours per month. Should Of Counsel incur any out-of-pocket expenditures for such activity (e.g., expenses for client entertainment or meals), Counsel will be reimbursed by the Firm for such expenditures. 7. Retirement Benefit; Practice of Law A. During Counsel's service as Counsel, the Firm will pay to him the retirement benefit provided for retired partners under the Firm's Partnership Agreement. As long as the Firm is paying such benefit to Of Counsel, he will refrain from the active practice of law within a radius of miles of the Firm's principal office located at the set forth above. Active practice of law means the provision of legal service or advice to clients, whether or not for compensation; however, it does not include serving as an arbitrator or mediator in Counsel 's personal capacity and not as a representative of the Firm (and off its premises), nor writing articles or making addresses to professional organizations. Should Firm request that Counsel perform any legal services, by way of providing advice to other lawyers of the Firm or to clients of the Firm, the Firm will first agree with Counsel upon an appropriate method and amount of compensation, and will undertake to provide and pay for legal malpractice insurance for Counsel. Except as stated in the preceding sentence, and except to the extent otherwise required by provisions of the Partnership Agreement, the Firm will not provide Counsel with any legal malpractice insurance. 8. This Agreement may be terminated by either party at any time on a finding of a breach of professional ethics by either party, a disclosure by either party of confidential information, or the suspension or termination of either party's license to practice law in . (name of state) 9. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 10. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 11. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of . 12. Notices. Unless provided to the contrary above, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 13. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, Of Counsel Agreement with PartnershipPage 4 of 4 each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 14. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 15. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 16. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, Firm, corporation, or other entity without the prior, express, and written consent of the other party. 17. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. (Name of Partnership) By: (Printed Name of Counsel) (Printed Name of Managing Partner) (Signature of Counsel) (Signature of Managing Partner)