Legal Administration Agreement

LEGAL ADMINISTRATION AGREEMENT

This Legal Administration Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , with principal place of business at (\"Client\"), and Administrator Name: , with principal place of business at (\"Administrator\"). Client and Administrator are sometimes referred to individually as a \"Party\" and collectively as the \"Parties.\"

RECITALS

WHEREAS, Client requires professional administration and management of certain legal, regulatory, contractual, or claims-related matters described herein to preserve Client rights, manage exposures, and coordinate third-party services; and

WHEREAS, Administrator represents that it has the experience, personnel, and systems necessary to provide administration services, including but not limited to case intake, vendor management, recordkeeping, reporting, and communications with claimants or third parties; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to such administration services on the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. APPOINTMENT

1.1 Appointment. Client hereby appoints Administrator, and Administrator accepts such appointment, to perform the administrative services described in this Agreement (the "Services") for matters identified by Client and accepted by Administrator in writing.

2. SCOPE OF SERVICES

2.1 Services. Subject to the terms of this Agreement, Administrator will perform Services including: intake and triage of matters, retention and oversight of outside counsel and vendors, maintenance of records, preparation of periodic reports, management of deadlines, and such other tasks as the Parties may agree in writing. Specific services to be provided initially are described as follows:

2.2 Limits on Authority. Administrator shall have only such authority to act on behalf of Client as expressly set forth in this Agreement or in a separate written authorization executed by Client. Administrator has no authority to settle claims, incur material obligations, or admit liability on behalf of Client except where expressly authorized in writing.

3. TERM

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of unless earlier terminated as provided in Section 11.

4. COMPENSATION AND EXPENSES

4.1 Fees. In consideration for the Services, Client shall pay Administrator fees as follows: Base administration fee of $ per , plus any transaction or matter-specific fees set forth in work orders or schedules accepted by Client in writing.

4.2 Expenses. Client shall reimburse Administrator for reasonable, documented out-of-pocket expenses incurred in connection with the performance of Services, including vendor fees, court costs, travel expenses, and third-party charges, subject to any limits agreed in writing.

4.3 Invoicing; Payment. Administrator will submit monthly invoices detailing fees and expenses. Client shall pay undisputed amounts within days of receipt. Disputed amounts must be submitted in writing within the same period and the Parties will negotiate in good faith.

5. RECORDS AND REPORTING

5.1 Records. Administrator will maintain accurate and complete records of all Services and transactions performed on behalf of Client. Such records shall be maintained for a period of at least years unless otherwise required by law.

5.2 Reports. Administrator will provide Client with periodic reports in the format and frequency described here:

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party shall maintain in confidence all non-public information disclosed by the other Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Administrator shall use Confidential Information solely to perform the Services and not for any other purpose.

6.2 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the receiving Party prior to disclosure; or (c) is required to be disclosed by law or valid legal process, provided the disclosing Party is given prompt notice to seek protective relief.

7. CONFLICTS OF INTEREST

7.1 Duty to Disclose. Administrator shall promptly disclose to Client any actual or potential conflicts of interest of which it becomes aware. If a conflict cannot be cured or waived by Client, Client may terminate the affected matter without liability for additional administration fees beyond those already earned.

8. STANDARD OF CARE

8.1 Performance Standard. Administrator shall perform the Services with the care, skill, and diligence reasonably expected of a professional administrator experienced in similar matters, in compliance with applicable laws and professional standards.

9. LIABILITY AND INDEMNIFICATION

9.1 Limitation of Liability. Except for willful misconduct or gross negligence, neither Party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of Administrator for direct damages arising out of or relating to this Agreement shall not exceed the greater of (a) the total fees paid to Administrator under this Agreement in the 12 months preceding the claim, or (b) $ .

9.2 Indemnification. Each Party (\"Indemnifying Party\") shall indemnify, defend and hold harmless the other Party, its affiliates and their officers, directors and employees (\"Indemnified Parties\") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, willful misconduct, or gross negligence.

10. INSURANCE

10.1 Coverage. Administrator shall maintain, at its expense, insurance coverages appropriate to the Services performed, including professional liability/errors & omissions insurance with a minimum limit of $ per occurrence, and shall provide evidence of such insurance upon Client's request.

11. TERMINATION

11.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered not less than days prior to the effective date of termination.

11.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Administrator shall deliver to Client all files, records and work in progress related to the Services. Client shall pay Administrator for Services performed and expenses incurred through the effective date of termination.

12. NOTICES

12.1 Method. All notices, requests, consents and other communications under this Agreement must be in writing and sent by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

16. AMENDMENTS; WAIVER; COUNTERPARTS

16.1 Amendments. This Agreement may be amended only by a written instrument signed by both Parties.

16.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right.

16.3 Counterparts. 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. Facsimile or electronic signatures shall be deemed effective for all purposes.

17. MISCELLANEOUS

17.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

17.2 No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns and does not confer any rights on any other person.

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