Legal Care Plan Contract

LEGAL CARE PLAN CONTRACT

This Legal Care Plan Contract ("Contract") is entered into as of Effective Date: by and between Legal Provider Name: (Provider), an entity organized as Individual Corporation LLC, and Client Name: (Client). Provider and Client are together the Parties.

RECITALS

WHEREAS, Provider offers ongoing legal advisory and practice management services packaged as a subscription care plan tailored to recurring legal needs; and

WHEREAS, Client desires to retain Provider to provide the legal services described in this Contract on a periodic subscription basis subject to the terms and fees set forth below; and

WHEREAS, the Parties intend for this Contract to define scope, performance standards, fees, confidentiality obligations, termination rights and the allocation of risk between the Parties.

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

1. DEFINITIONS

1.1 "Care Plan" means the subscription-level package of legal services described in Section 2 and in Schedule A (Services). "Business Day" means any day other than a Saturday, Sunday or statutory holiday under applicable law.

2. SCOPE OF SERVICES

2.1 Provider shall provide ongoing legal advisory services to Client within the limits and subject to the exclusions set forth in this Contract. Provider will perform services in a reasonably diligent and professional manner consistent with applicable legal and ethical requirements.

2.2 Services do not include representation in contested litigation or administrative hearings unless expressly agreed in writing. Any matter requiring litigation will be subject to a separate written engagement or addendum specifying scope, staffing, fees and retainer.

3. TERM

3.1 The initial term of this Contract commences on Plan Start Date: and continues for Initial Term (months): , and thereafter will automatically renew for successive renewal periods of the same duration unless either Party provides written notice of nonrenewal at least Renewal Notice (days): days prior to the end of the then-current term.

4. FEES AND PAYMENT

4.1 Client shall pay Provider the subscription fee for the selected plan. Monthly Fee: billed on a Billing Cycle: basis.

4.2 Provider may charge a one-time Setup Fee: where applicable. Late payments will incur interest at Late Fee Rate (% per annum): calculated daily from the due date until paid.

4.3 The Parties agree that the Care Plan includes Monthly Included Hours: . Hours in excess of the included hours shall be billed at Overage Rate (per hour): .

5. CLIENT RESPONSIBILITIES

5.1 Client shall timely provide all information, documents and cooperation reasonably required by Provider to perform the Services. Failure to provide such cooperation may result in suspension or termination of Services and Client remains obligated to pay fees accrued prior to suspension.

6. CONFIDENTIALITY

6.1 Each Party shall maintain the confidentiality of Confidential Information disclosed by the other Party and shall not disclose such information except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations. "Confidential Information" excludes information that (a) is or becomes public other than through breach of this Contract; (b) is rightfully received from a third party without confidentiality obligations; or (c) is independently developed by the receiving Party.

7. CONFLICTS OF INTEREST

7.1 Provider represents that, to the best of its knowledge after reasonable inquiry, it has no current conflict of interest that would materially impair Provider's performance under this Contract. If a material conflict arises, Provider shall promptly notify Client and may be required to withdraw or seek informed consent as required by applicable ethical rules.

8. LIMITATION OF LIABILITY

8.1 Except for willful misconduct or gross negligence, Provider's aggregate liability under this Contract shall not exceed the total fees paid by Client to Provider in the twelve (12) months immediately preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR OTHERWISE.

9. INDEMNIFICATION

9.1 Client shall indemnify and hold Provider harmless from any claim, loss or expense arising from Client's breach of this Contract, Client's negligence, or Client's provision of false or misleading information. Provider shall indemnify Client against claims arising from Provider's gross negligence or willful misconduct in performing Services.

10. TERMINATION

10.1 Either Party may terminate this Contract for convenience upon Termination Notice (days): days' prior written notice to the other Party. Termination shall not relieve Client of obligation to pay fees for Services performed or committed prior to termination.

10.2 Upon termination, Provider will deliver to Client work product generated to date and invoices for fees and expenses incurred. Any advanced prepayments for future services will be handled as set forth in a separate refund policy described in this Contract or agreed in writing.

11. NOTICES

11.1 All notices required or permitted under this Contract shall be in writing and sent to the addresses below. Notice is effective upon personal delivery, one (1) Business Day after delivery to an overnight courier, or three (3) Business Days after deposit in the U.S. mail (first-class, certified).

12. AMENDMENT; WAIVER

12.1 This Contract may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing and signed by the waiving Party, and no waiver shall be deemed a waiver of any other or subsequent breach.

13. GOVERNING LAW

13.1 This Contract shall be governed by and construed in accordance with the laws of the State/Province specified: without regard to conflict of law principles.

14. ENTIRE AGREEMENT

14.1 This Contract, including any schedules, exhibits and written addenda, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15. SEVERABILITY

15.1 If any provision of this Contract is held to be invalid or unenforceable in whole or in part, such provision shall be reformed to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS

16.1 This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic image shall have the same effect as original signatures.

ADDITIONAL PROVISIONS

17.1 Provider will maintain professional liability insurance in customary amounts for the provision of legal services. Proof of such insurance shall be provided to Client upon request.

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