Legal Concierge Agreement

LEGAL CONCIERGE AGREEMENT

This Legal Concierge Agreement ("Agreement") is entered into as of by and between Client Name: and Legal Concierge Provider Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Provider offers legal concierge services consisting of access coordination, expedited intake, triage, scheduling with counsel, and related client support services as further described in Section 2 (the "Concierge Services"); and

WHEREAS, Client desires to engage Provider to perform Concierge Services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that any substantive legal representation that may result from Provider's facilitation will be governed by separate engagement letters between Client and the lawyer or law firm performing that representation.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Concierge Services" means the coordination, response, triage, administrative support, scheduling, introductions to counsel, document delivery, and other non-substantive legal support services described in Section 2. For clarity, Concierge Services do not themselves constitute legal representation unless otherwise agreed in a separate written engagement letter signed by Client and an authorized attorney.

2. SCOPE OF SERVICES

2.1 Provider shall provide Concierge Services reasonably requested by Client and accepted by Provider, including intake management, coordination of client communications, referral to licensed attorneys, scheduling of consultations, retrieval and delivery of documents, and prioritization of Client requests in Provider's systems.

2.2 Excluded Services. Provider shall not provide legal advice, represent Client in legal proceedings, or perform tasks constituting the practice of law except where an attorney-client relationship is established under a separate engagement letter. Provider may assist in locating counsel and facilitating engagement but will not act as substitute counsel.

3. TERM; TERMINATION

3.1 Term. The initial term shall commence on and continue for (the "Initial Term"), unless earlier terminated as provided herein. Thereafter, this Agreement shall .

3.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. FEES AND PAYMENT

4.1 Payment Terms. Client shall pay Provider fees and expenses in accordance with the invoice schedule specified above. All invoices are due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.2 Expense Reimbursement. Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in connection with performance of Concierge Services upon presentation of appropriate documentation.

5. CONFIDENTIALITY

5.1 Confidential Information. Each Party shall hold 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 and the circumstances of disclosure ("Confidential Information"). Provider will safeguard Client information and will not disclose Confidential Information except as necessary to perform Concierge Services, to refer Client to counsel, or as required by law.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving Party; (b) is already known to the receiving Party without obligation of confidentiality; or (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

6. ATTORNEY-CLIENT RELATIONSHIP; DISCLAIMER

6.1 No Automatic Legal Representation. Provider's performance of Concierge Services does not, by itself, create an attorney-client relationship between Client and Provider. Any legal representation shall be the subject of a separate written engagement letter between Client and the attorney or law firm providing such representation.

6.2 Limited Reliance. If Provider facilitates an introduction to an attorney, Client acknowledges that substantive legal advice will come solely from that attorney under the terms of any separate engagement, and Client should not rely on Provider for legal advice.

7. CONFLICTS; PROFESSIONAL RESPONSIBILITY

7.1 Provider will use commercially reasonable efforts to identify and disclose to Client any conflicts of interest of which Provider becomes aware in performing Concierge Services. Client consents to Provider's disclosure of necessary client information to prospective counsel for the purpose of conflict checks and engagement.

8. CLIENT RESPONSIBILITIES

8.1 Cooperation. Client agrees to cooperate with Provider, provide complete and accurate information, deliver requested documentation in a timely manner, and otherwise assist Provider so that Concierge Services can be performed effectively.

9. LIMITATION OF LIABILITY; INDEMNIFICATION

9.1 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations, Provider's aggregate liability to Client for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the six (6) months preceding the claim.

9.2 Indemnification. Client shall indemnify, defend, and hold harmless Provider and its affiliates, directors, officers, employees and agents from and against any claim, loss, liability, damage or expense (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, misrepresentation, or the content of materials provided by Client, except to the extent such claim arises from Provider's gross negligence or willful misconduct.

10. PAYMENT DISPUTES; SUSPENSION OF SERVICES

10.1 If Client disputes any invoice, Client shall provide written notice specifying the disputed amount and basis. The Parties shall attempt in good faith to resolve any dispute promptly. Provider may suspend performance of Concierge Services if Client fails to pay undisputed amounts when due, provided Provider gives five (5) days' prior written notice of intent to suspend.

11. NOTICES

11.1 Notices under this Agreement shall be in writing and delivered by hand, certified mail, or courier to the addresses above, or to such other address as a Party designates by written notice. Notices are effective upon receipt.

12. GOVERNING LAW; DISPUTE RESOLUTION

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

12.2 Venue and Jurisdiction. The Parties agree that any dispute arising out of or relating to this Agreement not resolved by negotiation shall be subject to the exclusive jurisdiction of the state and federal courts located within the county of , and the Parties submit to the personal jurisdiction of those courts.

13. MISCELLANEOUS

13.1 Entire Agreement. This Agreement, together with any exhibits and any subsequently executed written engagement letters specifically incorporating this Agreement, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations and understandings.

13.2 Amendment; Waiver. No amendment or waiver shall be effective unless in writing and signed by an authorized representative of each Party. The waiver of any breach shall not operate as a waiver of any other or subsequent breach.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

13.4 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement to an affiliate or successor entity in connection with a merger or sale of substantially all of Provider's assets, provided that the assignee assumes Provider's obligations hereunder.

13.5 Force Majeure. Neither Party shall be liable for delays or failures in performance caused by circumstances beyond its reasonable control, including acts of God, strikes, war, terrorism, government action, or interruptions to telecommunications or internet service; provided the affected Party promptly notifies the other and uses reasonable efforts to resume performance.

SIGNATURES

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