Legal Advance Contract Agreement

LEGAL ADVANCE CONTRACT AGREEMENT

This Legal Advance Contract Agreement (the Agreement) is made effective as of Date: by and between Funder Name: with mailing address: ("Funder"), and Recipient Name: with mailing address: ("Recipient"). Each of Funder and Recipient may be referred to herein as a Party and collectively as the Parties.

RECITALS

WHEREAS, Recipient is pursuing certain legal claims and/or potential recoveries described as: (the Claims); and

WHEREAS, Funder is willing to provide a non-recourse advance to Recipient to fund litigation-related expenses and other permitted uses in return for repayment as provided in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which such advance will be made, repaid and secured.

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

1. ADVANCE; DISBURSEMENT

1.1 Advance Amount. Subject to the terms of this Agreement, Funder agrees to advance to Recipient the principal sum of $ (the Advance).

1.2 Disbursement. The Advance will be disbursed to Recipient by check or electronic transfer to Recipient account information provided as: upon satisfaction of conditions precedent set forth in Section 2.

2. CONDITIONS PRECEDENT

2.1 Conditions. Funder's obligation to advance funds is conditioned upon receipt of: (a) executed counterpart signature pages to this Agreement; (b) a completed disclosure of all existing liens and encumbrances on the Claims; and (c) a representation and warranty package described in Section 6.

3. PURPOSE OF ADVANCE; USE OF FUNDS

3.1 Permitted Uses. The Advance shall be used solely for litigation-related expenses, including attorney fees, expert fees, filing and service costs, medical or investigative expenses, and other costs directly related to the prosecution or defense of the Claims. Recipient shall not use Advance funds for personal, corporate overhead, or unrelated business expenses.

4. REPAYMENT; ALLOCATION OF RECOVERY

4.1 Recovery Defined. "Recovery" means all proceeds, judgments, awards, settlements, insurance proceeds, or other payments actually received in connection with the Claims, whether by settlement, judgment, or otherwise.

4.2 Repayment from Recovery. Recipient agrees that, from the first Recovery received, Recipient shall pay to Funder an amount equal to the Advance plus a contingency fee equal to percent of the Recovery, subject to the allocation and offsets set forth herein. The calculation shall be performed on gross Recovery before deduction of attorneys' fees unless otherwise agreed in writing.

4.3 Priority; Application. All amounts due to Funder under this Agreement shall be payable from Recovery before distribution to Recipient; any attorneys' fees, costs or other liens asserted by third parties shall be disclosed and accounted for in the allocation of net proceeds.

5. SECURITY INTEREST AND ASSIGNMENT

5.1 Assignment. To secure repayment hereunder, Recipient grants Funder an absolute, present, and assignable security interest in and to all rights, proceeds, and recoveries of the Claims, including any insurance proceeds and settlement proceeds.

5.2 Further Assurances. Recipient shall execute and deliver such financing statements, assignments of proceeds and other instruments as Funder may reasonably request to evidence and perfect Funder's security interest.

6. REPRESENTATIONS AND WARRANTIES

Recipient represents and warrants to Funder that: (a) Recipient is the sole owner of the Claims subject to the encumbrances disclosed in writing to Funder; (b) no assignment, lien, or other agreement impairs Recipient's right to assign recoveries to Funder other than those disclosed; (c) the execution and performance of this Agreement do not violate any law or contract binding Recipient; and (d) all information furnished to Funder in connection with the Advance is true, complete and accurate in all material respects.

Funder represents and warrants that it has the necessary authority and capacity to enter into and perform its obligations under this Agreement and that the Advance will be funded from lawful sources.

7. COVENANTS

7.1 Cooperation. Recipient shall cooperate fully with Funder in documenting Recovery and in any reasonable steps necessary to effectuate Funder's rights hereunder, including providing notice of any settlement discussions and permitting Funder to verify distributions.

7.2 No Settlement Without Notice. Recipient shall provide Funder with written notice of any proposed settlement of the Claims at least days prior to finalizing such settlement and shall not enter into a binding settlement that impairs Funder's rights without Funder's written consent, which shall not be unreasonably withheld.

8. DEFAULT; REMEDIES

8.1 Events of Default. The following shall constitute an Event of Default: (a) any material misrepresentation or breach of a representation, warranty or covenant by Recipient; (b) failure to cooperate in good faith; (c) failure to pay amounts due from Recovery as required herein; or (d) insolvency, bankruptcy or appointment of a receiver for Recipient.

8.2 Remedies. Upon an Event of Default, Funder may pursue all available legal and equitable remedies, including enforcement of the security interest, collection of amounts due, and recovery of reasonable attorneys' fees and costs incurred in enforcing Funder's rights.

9. CONFIDENTIALITY

9.1 Confidential Information. Each Party shall keep confidential the terms of this Agreement and any non-public information disclosed by the other Party, except as required by law, court order, or to the extent necessary to enforce rights under this Agreement or to obtain funding approvals.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at their addresses set forth below or such other address as either Party designates by notice in accordance with this Section:

11. TAXES; COSTS

Each Party shall bear its own taxes and costs arising from this Agreement, except that Recipient shall be responsible for any taxes attributable to its receipt of the Advance and for reasonable fees and costs incurred by Funder in enforcing this Agreement following an Event of Default.

12. MISCELLANEOUS

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

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

12.3 Amendment; Waiver. No amendment or waiver of any provision of this Agreement will be effective unless in writing signed by both Parties. No failure or delay by either Party in exercising any right will operate as a waiver.

12.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties as nearly as possible.

12.5 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Signatures delivered by electronic transmission shall be effective as originals.

13. ATTORNEYS' FEES

In the event of any dispute arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs and expenses incurred in connection with such dispute, including any appeals.

SIGNATURES

The Parties, intending to be legally bound, have executed this Agreement as of the Effective Date first above written.

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