Legal Commission Agreement

LEGAL COMMISSION AGREEMENT

This Legal Commission Agreement (the "Agreement") is entered into as of by and between Principal Name: with principal place of business at Principal Address: (hereinafter "Principal"), and Agent Name: with principal address at Agent Address: (hereinafter "Agent").

RECITALS

WHEREAS, Principal is engaged in the business of offering and selling the products and/or services described as: ; and

WHEREAS, Agent represents that Agent has experience and relationships to solicit Customers and procure Transactions on behalf of Principal in the territory described as: ; and

WHEREAS, Principal desires to engage Agent to perform certain sales and client procurement activities, and Agent is willing to accept such engagement on the terms and conditions set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement the following terms shall have the following meanings:

"Customer" means any person or entity with whom Agent procures a transaction that results in accepted services or sales by Principal during the Term.

"Transaction" means an executed agreement, sale, or engagement between Principal and a Customer which results in revenue to Principal and is accepted by Principal in accordance with its customary terms.

"Commissionable Revenue" means Gross Receipts actually received by Principal from a Transaction, less returns, allowances, discounts, taxes collected on behalf of a taxing authority, and third-party fees.

2. APPOINTMENT

Principal hereby appoints Agent as a non-exclusive agent to solicit Transactions for Principal within the territory described above and for the products or services described above, and Agent accepts such appointment, subject to the terms and conditions of this Agreement.

3. AGENT'S DUTIES

Agent shall use commercially reasonable efforts to solicit Customers, present Principal's offerings accurately, comply with Principal's written policies and pricing, maintain accurate records of all solicitations, and promptly transmit all inquiries, orders and related documentation to Principal. Agent shall conduct all activities in compliance with applicable laws and professional standards.

4. COMMISSIONS; CALCULATION AND PAYMENT

Principal shall pay Agent a commission equal to % of Commissionable Revenue for each Transaction procured by Agent that is accepted by Principal in writing.

Commissions shall be calculated on amounts actually received by Principal. Commissions shall not be payable on amounts credited but not collected, or on amounts for which Principal reasonably disputes liability. Commissionable Revenue for recurring engagements shall be determined on amounts invoiced and collected in each payment period.

Commissions shall be paid within days after the end of the calendar month in which Principal receives payment in full from the Customer, accompanied by a statement describing the Transactions and Commissionable Revenue.

5. RECORDS AND AUDIT RIGHTS

Principal shall maintain complete and accurate books and records relating to Commissionable Revenue. Agent shall have the right, upon at least days' prior written notice and during normal business hours, to inspect and audit Principal's relevant records no more than once per calendar year to verify commission calculations. Any underpayment discovered by Agent exceeding two percent (2%) of the amounts due shall be paid within fifteen (15) days, together with interest at the lesser of 1.5% per month or the maximum rate allowed by law. If an underpayment exceeds two percent (2%), Principal shall reimburse Agent for reasonable third-party audit costs.

6. TAXES; WITHHOLDING

Agent is engaged as an independent contractor and is solely responsible for all taxes, contributions, withholdings and benefits arising from commissions paid hereunder. Principal may withhold amounts from commissions to the extent required by applicable law and shall timely remit such withholdings to the appropriate authorities.

7. EXPENSES

Unless otherwise agreed in writing, Agent shall be responsible for all expenses incurred in performing services under this Agreement. Principal may agree in writing to reimburse specific pre-approved expenses upon receipt of supporting documentation and in accordance with Principal's reimbursement policies.

8. TERM AND TERMINATION

The term of this Agreement shall commence on the Agreement date set forth above and shall continue for months, unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice of such breach, or immediately for insolvency or bankruptcy of the other party.

In the event of termination, Agent shall be entitled to commissions on Transactions accepted by Principal and received by Principal prior to the effective date of termination, subject to the provisions for returns, credits and collections set forth in this Agreement.

9. CONFIDENTIALITY

Agent shall keep confidential and shall not disclose to any third party any non-public information regarding Principal's business, pricing, Customers, trade secrets and proprietary processes ("Confidential Information") except as required to perform duties under this Agreement or as required by law. Confidential Information shall not include information that is or becomes publicly available through no breach of this Agreement.

Upon termination of this Agreement, Agent shall promptly return or destroy Confidential Information as directed by Principal and certify such return or destruction upon request.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct or negligent acts or omissions; provided that the indemnified party gives prompt written notice of any claim and cooperates in the defense.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL COMMISSIONS PAID OR PAYABLE TO AGENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. RELATIONSHIP OF THE PARTIES

Agent is an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship between the parties other than the specific agency appointment limited to solicitation and introduction as set forth herein. Agent shall have no authority to bind Principal except as expressly authorized in writing.

13. NOTICES

All notices must be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth above or to such other address as a party may designate by notice.

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver shall be effective unless in writing. Failure or delay by either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

15. GOVERNING LAW; DISPUTE RESOLUTION

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

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation. If negotiation fails, the parties agree to submit the dispute to final and binding arbitration in accordance with the commercial arbitration rules of the agreed forum, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

16. ENTIRE AGREEMENT; SEVERABILITY

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. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

17. COUNTERPARTS; EXECUTION

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. A party's signature transmitted by electronic means shall be effective as an original signature.

18. MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Principal may assign to an affiliate or successor in connection with a sale of all or substantially all of its business or assets. Any attempted assignment in violation of this provision shall be void.

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