Legal Attorney Search Agreement

LEGAL ATTORNEY SEARCH AGREEMENT

This Attorney Search Agreement (the "Agreement") is made effective as of by and between Client Name: with principal address at , and Search Firm Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Search Firm to identify, evaluate and present qualified attorney candidates for the position of in the jurisdiction of ; and

WHEREAS, Search Firm has expertise, contacts and resources to locate and evaluate attorney candidates meeting Client's criteria; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the attorney search engagement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. ENGAGEMENT

Client hereby retains Search Firm to perform attorney search services described in Section 2, and Search Firm accepts such engagement on the terms and conditions set forth in this Agreement. This Agreement creates a professional services engagement and not an employment relationship between Search Firm and any candidate.

2. SCOPE OF SERVICES

Search Firm will: (a) consult with Client to develop a candidate specification; (b) identify, screen and vet attorney candidates meeting the agreed criteria; and (c) present qualified candidate summaries and arrange interviews. Search Firm will document qualifications, references and any potential disciplinary or licensing matters known to Search Firm. The specific candidate profile and search parameters are:

3. TERM; TERMINATION

The term of this Agreement begins on the effective date and continues until the earlier of (a) completion of the search, (b) mutual written agreement to terminate, or (c) termination for convenience by either party upon thirty (30) days' prior written notice. Termination shall not relieve Client of its obligation to pay fees earned prior to termination or fees due for any candidate introduced during the term which is subsequently engaged within the period specified in Section 4.

4. FEES; PAYMENT; GUARANTEES

Client shall pay Search Firm fees according to the selected fee structure. Client may select one or both fee options below as agreed:

Retainer (retained search) — Retainer amount: payable as set forth in the payment schedule below.

Contingency / Success Fee — Percentage of first-year cash compensation: % or fixed success fee: .

Unless otherwise agreed in writing, invoiced amounts are due within thirty (30) days of invoice. Overdue amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. EXCLUSIVITY; SOLICITATION

Unless otherwise agreed in writing, the parties agree that Search Firm shall be the exclusive search advisor for the specified position during the term. Client agrees not to retain another search firm for the same assignment while exclusivity is in effect. Client agrees to notify Search Firm promptly of any direct solicitation or hiring of candidates presented by Search Firm; fees apply to hires of presented candidates regardless of whether the hire is made directly by Client or through a third party, provided the hire occurs within days following presentation.

6. CLIENT OBLIGATIONS

Client shall: (a) provide Search Firm with accurate position specifications, hiring criteria and timely feedback; (b) make available Client personnel for interviews and decision-making; and (c) disclose promptly any facts known to Client that may materially affect a candidate's suitability, including disciplinary, licensing or other relevant matters.

7. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information received from the other party in connection with this Agreement and shall use such information solely for the purposes of performing under this Agreement. Confidential information does not include information that: (i) is or becomes public other than by breach of this Agreement; (ii) was lawfully known by the receiving party prior to disclosure; or (iii) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other party and cooperates in any protective measures.

8. CONFLICTS; BACKGROUND CHECKS

Search Firm will use commercially reasonable efforts to identify conflicts of interest and will disclose any material conflicts it reasonably believes exist. Search Firm may conduct background checks, reference checks and professional verification of candidates; Client authorizes such checks and agrees to comply with applicable laws governing background checks and candidate screening.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Search Firm represents that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SEARCH FIRM MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of law in connection with the performance of its obligations hereunder.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SEARCH FIRM FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SEARCH FIRM UNDER THIS AGREEMENT.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by written notice). Notices are effective upon personal delivery, confirmed delivery by nationally recognized overnight courier, or three (3) days after deposit in U.S. mail, certified mail, return receipt requested.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right shall not constitute a waiver of such right or any other right.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute valid provision that most closely effects the parties' original intent.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic image shall be deemed originals for all purposes.

18. MISCELLANEOUS

The parties acknowledge that the remedies provided herein are cumulative and not exclusive. Neither party may assign this Agreement without the prior written consent of the other, except that Search Firm may assign to an affiliate or successor in interest. All obligations that by their nature are intended to survive termination shall survive.

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