Legal Errors and Omissions Agreement

LEGAL ERRORS AND OMISSIONS AGREEMENT

This Legal Errors and Omissions Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Client Name: , with Address: (hereinafter "Client"), and Law Firm Name: , with Address: (hereinafter "Firm"). The Client and the Firm may each be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Firm provides legal services to the Client and acknowledges that in the performance of legal services there is a risk of errors, omissions, malpractice, or other acts or omissions that may give rise to Claims against the Firm arising out of the legal services provided to the Client; and

WHEREAS, the Parties desire to allocate responsibility for defense, indemnity and recoveries for any such Claims and to define procedures and limits applicable to Claims arising out of the Firm's provision of legal services to the Client; and

WHEREAS, the Parties intend by this Agreement to set forth the terms, limitations and procedures that will govern notice of Claims, defense, settlement, cooperation, insurance obligations and remedies.

NOW, THEREFORE

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

1. DEFINITIONS

1.1 "Claim" means any demand, suit, arbitration, investigation, proceeding, or other assertion of liability made against the Firm arising out of or in connection with the legal services provided to the Client under this Agreement, including allegations of negligent acts, errors, omissions, malpractice, breach of fiduciary duty or strict liability.

1.2 "Losses" means judgments, settlements, awards, damages, costs, fees (including reasonable attorneys' fees), expenses and liabilities actually incurred by a Party and arising from a Claim.

2. SCOPE OF AGREEMENT

2.1 This Agreement governs the Parties' respective rights and obligations with respect to Claims arising from the Firm's provision of legal services to the Client during the Term of this Agreement. The Agreement does not create any third-party beneficiary rights except as expressly stated herein.

2.2 The Parties acknowledge that this Agreement is intended to supplement, and not supplant, any professional liability insurance maintained by the Firm. Nothing in this Agreement shall be interpreted to require the Firm to waive coverage defenses under its professional liability insurance.

3. INDEMNIFICATION

3.1 Subject to the limitations and exclusions set forth in this Agreement, the Firm shall indemnify, defend and hold harmless the Client from and against any Losses that the Client becomes legally obligated to pay as a result of a Claim arising out of the Firm's negligent acts, errors or omissions in the performance of legal services under this Agreement.

3.2 The Client shall indemnify, defend and hold harmless the Firm from and against any Losses arising from the Client's fraud, intentional misconduct, material misrepresentation, or willful failure to disclose material information to the Firm.

4. LIMITATION OF LIABILITY

4.1 Except for liability arising from fraud, willful misconduct, or gross negligence, the aggregate liability of the Firm to the Client for Losses arising from Claims under this Agreement shall not exceed: .

4.2 In no event shall the Firm be liable for any indirect, incidental, consequential, punitive or exemplary damages, lost profits or loss of business opportunity, even if such damages were foreseeable or the Firm was advised of the possibility thereof.

5. NOTICE OF CLAIM

5.1 A Party seeking indemnity under this Agreement must provide the other Party with prompt written notice of any Claim reasonably expected to give rise to indemnity obligations hereunder. The Firm shall deliver notice to the Client within days after becoming aware of a Claim.

5.2 Failure to give timely notice shall not relieve the indemnifying Party of liability unless and to the extent the failure materially prejudices the defense of the Claim.

6. DEFENSE AND SETTLEMENT

6.1 The indemnifying Party shall have the right to assume and control the defense of any Claim with counsel of its choice reasonably acceptable to the indemnified Party. The indemnified Party may participate in the defense at its own expense.

6.2 The indemnifying Party shall not settle any Claim that includes an admission of wrongdoing by the indemnified Party or imposes obligations on the indemnified Party without the indemnified Party's prior written consent, which shall not be unreasonably withheld.

7. INSURANCE

7.1 The Firm represents that it maintains professional liability insurance covering errors and omissions with an insurer of recognized standing. Insurer Name: ; Policy Number: ; Policy Limit: .

7.2 The Firm shall provide the Client written notice of any material change, cancellation or non-renewal of such insurance within days of receipt of notice from the insurer.

8. COOPERATION

8.1 The Parties shall cooperate fully in the investigation, defense and settlement of any Claim covered by this Agreement and shall furnish to the other all information and assistance reasonably requested, including timely access to documents, witnesses and relevant files.

9. CONFIDENTIALITY

9.1 All information exchanged between the Parties in the course of investigating or defending a Claim shall be treated as confidential and protected consistent with attorney-client privilege and applicable professional responsibility rules, provided that such confidentiality shall not prevent disclosure to insurance carriers, counsel, or as required by law.

10. TERM AND TERMINATION

10.1 This Agreement shall commence on the Effective Date and shall continue for a period of year(s), unless earlier terminated by mutual written agreement of the Parties. Termination shall not affect the Parties' obligations with respect to Claims arising prior to termination.

11. REMEDIES AND RELIEF

11.1 The Parties acknowledge that monetary damages may not be a sufficient remedy for a breach of the confidentiality or cooperation provisions and that equitable relief, including injunctive relief and specific performance, shall be available in addition to any other remedies at law or in equity.

12. FEES AND COSTS

12.1 Except as otherwise agreed in writing, each Party shall bear its own costs and attorneys' fees incurred in connection with the assertion or defense of Claims, provided that if indemnification is awarded under this Agreement, the indemnifying Party shall reimburse reasonable attorneys' fees and costs incurred by the indemnified Party as part of Losses.

13. DISPUTE RESOLUTION

13.1 The Parties shall endeavor in good faith to resolve disputes arising under this Agreement by negotiation. If the dispute cannot be resolved by negotiation within days, the Parties agree to submit the dispute to binding arbitration under the rules of a nationally recognized arbitration forum, with the arbitrator to apply the substantive law specified in Section 15 below.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, return receipt requested, overnight courier, or hand delivery:

15. 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 laws principles.

16. ENTIRE AGREEMENT

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 representations, whether written or oral, relating to such subject matter.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed to the minimum extent necessary to cure the invalidity or unenforceability and the remaining provisions shall remain in full force and effect.

18. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both Parties. No failure or delay in exercising any right under this Agreement shall operate as a waiver thereof.

19. 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 agreement.

20. ADDITIONAL PROVISIONS

20.1 The Parties acknowledge that the allocation of risk and remedies in this Agreement is the product of arm's length negotiations and that each Party had the opportunity to obtain independent legal advice prior to execution.

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