Legal Fees Reimbursement Form

Legal Fees Reimbursement Form

This Legal Fees Reimbursement Agreement (the Agreement) is entered into as of Effective Date: by and between Reimburser Name: with principal address at (reimburser), and Recipient Name: with principal address at (recipient). Each of the reimburser and recipient may be referred to herein individually as a Party and collectively as the Parties.

Recitals

WHEREAS, the recipient has incurred legal fees and expenses in connection with matters identified in Section 2 below; and

WHEREAS, the reimburser has agreed, subject to the terms and conditions set forth in this Agreement, to reimburse the recipient for eligible fees and expenses that are substantiated and approved in accordance with the procedures herein; and

WHEREAS, the Parties desire to set forth the terms and conditions applicable to reimbursement.

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

1. Definitions

1.1 "Eligible Legal Fees" means reasonable and customary fees charged by licensed attorneys or authorized legal service providers for professional legal services performed on behalf of the recipient and reasonable out-of-pocket expenses necessarily incurred in connection therewith, but excluding internal overhead, clerical time, or travel time in excess of customary practice unless pre-approved in writing by the reimburser.

2. Scope of Reimbursement

2.1 Subject to the terms of this Agreement, the reimburser shall reimburse the recipient for Eligible Legal Fees incurred in connection with the following matter(s):

2.2 Fees and expenses incurred prior to the Effective Date are not reimbursable unless expressly set forth in writing and signed by an authorized representative of the reimburser.

3. Submission and Documentation

3.1 The recipient shall submit a written claim for reimbursement that includes an itemized statement of services and expenses, identifying date of service, provider, description of services, hours and rates (if applicable), and the amount claimed for each line item. An itemized statement is required for each invoice submitted.

3.2 All claims must be accompanied by legible, contemporaneous invoices from legal service providers and receipts for disbursements. The recipient warrants that all invoices and documentation submitted are true, complete and correspond to actual services rendered and expenses incurred.

4. Payment Terms

4.1 The reimburser shall review submitted documentation and, if approved in whole or in part, shall pay the approved amount within Payment Period (days): calendar days after receipt of complete documentation and final approval.

4.2 The reimburser may condition payment on reduction of invoices for billing entries that are duplicative, excessive, unnecessary, or not consistent with customary practice. Any disputed amount shall be identified in writing with an explanation.

5. Limitations and Exclusions

5.1 The reimburser shall not be liable for fees or expenses incurred in violation of this Agreement or for fees that are punitive, unrelated to the matter described in Section 2, or incurred without required consents or approvals where such consents are expressly required.

5.2 The reimburser reserves the right to require redaction of privileged communications or to request engagement letters and contemporaneous time records to verify reasonableness.

6. Set-Off and Recovery

6.1 If at any time it is determined that the recipient was overpaid or improperly reimbursed, the recipient shall promptly repay the amount to the reimburser upon demand. The reimburser may set off any amounts owed against future reimbursements or other amounts payable to the recipient by the reimburser.

7. Tax Treatment

7.1 The recipient and reimburser agree to treat reimbursements in a manner consistent with applicable tax laws. Each Party is responsible for its own tax reporting and payments unless otherwise required by law. The recipient shall provide any tax forms reasonably requested by the reimburser for compliance.

8. Representations and Warranties

8.1 Each Party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. The recipient represents that the invoices and documentation submitted are accurate and that no portion has been or will be submitted for reimbursement to any other party.

9. Confidentiality

9.1 Confidential information exchanged in connection with reimbursement, including attorney-client privileged materials, shall be handled in accordance with applicable privilege rules. The Parties shall take reasonable measures to protect privileged materials and may agree to produce redacted records when necessary.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either Party designates by written notice).

11. Amendments; Waiver; Counterparts

11.1 This Agreement may be amended only by a written instrument executed by both Parties. No waiver shall be effective unless in writing and signed by the Party waiving compliance. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

12. Governing Law; Severability; Entire Agreement

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified here: , without regard to its conflict of law principles.

12.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the extent permitted by law.

12.3 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 communications, whether written or oral.

13. Certification and Authorization

The recipient certifies that the information and documentation submitted in support of this reimbursement request are true, accurate and complete, that the fees claimed constitute Eligible Legal Fees as defined herein, and that no part of the claim has been or will be paid by any other party. The undersigned further represents that they are duly authorized to execute this Agreement on behalf of the Party for whom they sign.

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