Legal Coordination Contract

LEGAL COORDINATION CONTRACT

This Legal Coordination Contract (the Agreement) is entered into as of Effective Date: by and between Coordination Service Provider: (Provider), an entity of type Individual Corporation LLC , and Client: (Client).

RECITALS

WHEREAS, Client requires coordination of legal matters, including but not limited to scheduling, document management, communications among counsel, and liaison with third parties; and

WHEREAS, Provider possesses experience and capability to perform legal coordination services and is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services.

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

1. DEFINITIONS

1.1 "Confidential Information" means non-public information disclosed by one party to the other in written, electronic or oral form that the receiving party knows or reasonably should know is confidential. Confidential Information does not include information that is publicly known through no breach of this Agreement or lawfully received from a third party without restriction.

1.2 "Services" means the coordination services described in Section 2 and any related tasks reasonably necessary to accomplish those services.

2. SCOPE OF SERVICES

Provider shall perform the Services as set forth below. Provider will coordinate schedules among legal counsel, compile and maintain a centralized document repository, manage deadlines and filing schedules, facilitate communications among parties and third-party vendors, and perform such other non-legal advisory tasks as the parties agree in writing.

3. PROVIDER OBLIGATIONS

Provider will perform the Services in a professional and workmanlike manner consistent with industry standards for legal coordination. Provider will (a) designate a primary coordinator and backup personnel; (b) maintain records of communications and actions taken on Client's behalf; and (c) promptly notify Client of material developments or conflicts affecting the Services.

4. CLIENT OBLIGATIONS

Client will timely provide Provider with all information, documents, access and authorizations reasonably necessary for Provider to perform the Services. Client acknowledges that Provider does not provide legal advice and that Client must consult with its counsel for legal analysis, strategy, or representation.

5. FEES AND PAYMENT

5.1 Fees. Client shall pay Provider fees in the amounts and on the schedule set forth below. Fees are exclusive of taxes unless otherwise stated.

6. EXPENSES

Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services, including but not limited to courier, document reproduction, third-party vendor fees and travel. Provider will submit itemized supporting documentation with each invoice for reimbursement.

7. TERM AND TERMINATION

7.1 Term. This Agreement commences on the Effective Date and continues until terminated under this Section or such earlier date specified in writing by the parties.

7.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days prior written notice to the other party.

7.3 Termination for Cause. Either party may terminate immediately for material breach by the other party that remains uncured thirty (30) days after written notice of breach.

8. CONFIDENTIALITY

Each party shall maintain the confidentiality of Confidential Information and shall not disclose it except to its employees, agents, counsel or permitted subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Recipient shall use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

9. CONFLICTS OF INTEREST

Provider will notify Client promptly if Provider becomes aware of any actual or potential conflict of interest that would materially affect Provider’s performance. Provider will not represent or coordinate in matters where a direct conflict exists unless agreed in writing by Client and any other affected parties.

10. INDEMNIFICATION AND INSURANCE

Provider shall indemnify, defend and hold harmless Client from third-party claims arising from Provider's willful misconduct or gross negligence in performing the Services. Client shall indemnify Provider for claims arising from Client's provision of incorrect or incomplete information or Client's unlawful instructions. Each party shall maintain insurance in amounts reasonable for the Services provided.

11. LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential, punitive or special damages, including lost profits. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total fees paid by Client to Provider in the twelve (12) months preceding the event giving rise to the claim.

12. RECORDS AND AUDIT

Provider shall retain records sufficient to support billing and performance under this Agreement for a period of three (3) years. Client or its designated representative may audit billing records upon reasonable prior notice and during normal business hours.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses set forth below or to such other address as a party designates by notice.

14. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT

This Agreement, together with any exhibits or written statements of work 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 and representations, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid replacement provision that most nearly effects the parties' original intent.

18. COUNTERPARTS

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. Signatures transmitted by electronic means shall be binding.

19. ADDITIONAL PROVISIONS

PARTY CONTACTS

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