Legal Directing Contract

LEGAL DIRECTING CONTRACT

This Legal Directing Contract (the Agreement) is made effective as of by and between Client Name: , located at (hereinafter "Client"), and Director Name: , located at (hereinafter "Director"). Client and Director are sometimes individually a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client desires to engage Director to provide legal directing and coordination services as described herein, and Director has the skills, experience and availability to provide such services; and

WHEREAS, Director will perform services directing legal strategy, coordinating counsel and managing matters identified by Client in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and responsibilities with respect to such engagement.

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

1. DEFINITIONS

1.1 "Services" means the legal directing, strategic oversight, counsel coordination, matter management, and related advisory activities to be performed by Director under this Agreement as more fully described in Section 2.1.

2. APPOINTMENT AND SCOPE OF SERVICES

2.1 Appointment. Client hereby engages Director, and Director accepts such engagement, to perform the Services. Director shall provide Services including, without limitation, directing litigation strategy, supervising outside counsel, preparing and reviewing filings and disclosures, coordinating discovery, and advising Client on legal risk and disposition strategy.

2.2 Standard of Performance. Director shall perform the Services with the skill, care, and diligence customarily exercised by professionals experienced in legal directing services and in accordance with applicable law and ethical obligations.

3. TERM; TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated as provided herein. Thereafter the Agreement shall .

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

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

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Director the fees set forth below: Base Fee (monthly or project) , and additional hourly rates for specified services at per hour.

4.2 Payment Terms. Director shall invoice Client monthly in arrears unless otherwise agreed in writing. Client shall pay undisputed amounts within days of receipt of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4.3 Expenses. Client shall reimburse Director for reasonable out-of-pocket expenses incurred in connection with performance of Services, provided Director obtains Client's prior written approval for any single expense in excess of .

5. CONFIDENTIALITY

5.1 Confidential Information. Each Party (Receiving Party) shall hold in confidence all non-public, proprietary, or confidential information disclosed by the other Party (Disclosing Party) in connection with this Agreement, including case strategies, privileged communications, work product, and Client data ("Confidential Information"), and shall not disclose such information except as permitted by this Agreement.

5.2 Exceptions. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, is rightfully received from a third party without restriction, or is independently developed without reference to the Disclosing Party's Confidential Information.

5.3 Protection of Privilege. The Parties acknowledge that certain communications may be privileged or protected. Nothing in this Agreement shall constitute a waiver of attorney-client privilege or work product protections, and the Parties shall take reasonable steps to preserve such protections.

6. INTELLECTUAL PROPERTY; WORK PRODUCT

6.1 Ownership. Except as expressly provided, all work product, documents, reports, and deliverables prepared by Director in the performance of Services shall be owned by Client upon full payment, subject to Director's retained rights to non-confidential methodologies and templates.

6.2 License. Director hereby grants Client a non-exclusive, perpetual license to use Director's deliverables for the purposes for which they were prepared, subject to Client's compliance with payment obligations and this Agreement.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Director Representations. Director represents that Director is duly qualified and licensed where required, will perform Services in a professional manner, and will comply with all applicable laws and ethical obligations.

8. INDEMNIFICATION

8.1 Indemnity by Client. Client shall indemnify, defend, and hold harmless Director and its agents from and against any loss, liability, damage, or expense (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's instructions to Director that are unlawful or in bad faith, or Client's use of deliverables in a manner not contemplated by this Agreement.

8.2 Indemnity by Director. Director shall indemnify and hold harmless Client against claims arising from Director's gross negligence, willful misconduct, or breach of representations set forth in Section 7.

9. INSURANCE

Director shall maintain professional liability insurance in an amount reasonable for the scope of Services, and shall provide proof of insurance to Client upon request.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section. Notices are effective upon receipt.

11. GOVERNING LAW; DISPUTE RESOLUTION

11.1 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 law principles.

11.2 Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved, disputes shall be submitted to binding arbitration in accordance with the Parties' agreement to arbitrate, and judgment on the award may be entered in any court of competent jurisdiction.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the Parties shall negotiate in good faith a valid substitute provision that most nearly effects the Parties' original intent.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

13.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right unless in writing and signed by the waiving Party.

13.3 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.

14. MISCELLANEOUS

14.1 Relationship of the Parties. Director is retained as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the Parties.

14.2 Assignment. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that Client may assign to an affiliate upon written notice.

ATTACHMENTS

The scope, schedule and any special instructions shall be set forth in an attachment or statement of work to be agreed by the Parties. Attachment description or reference:

SIGNATURES

Sign Now