Legal Finder Agreement

LEGAL FINDER AGREEMENT

This Legal Finder Agreement ("Agreement") is entered into as of Effective Date: by and between Finder Name: with principal address: and Client Name: with principal address: . Each of Finder and Client may be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Finder maintains business relationships and market knowledge that enable Finder to identify potential clients, matters, or opportunities requiring legal services (each, a "Prospective Engagement"); and

WHEREAS, Client desires to engage Finder to identify and introduce Prospective Engagements to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, Finder desires to render such introduction services on the terms set forth herein and shall not provide legal advice, representation, or perform legal services as part of this Agreement.

NOW, THEREFORE, in consideration of the mutual 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 "Introduced Party" means any person or entity (including any affiliate) that Finder introduces in writing, by electronic communication, or in person to Client during the Term and that subsequently engages Client to provide legal services or retains Client in a matter arising from such introduction.

1.2 "Finder Fee" means the compensation payable by Client to Finder for a successful introduction as set forth in Section 4.

2. APPOINTMENT AND SCOPE

2.1 Appointment. Client hereby engages Finder on a non-legal, non-exclusive basis to identify and introduce potential clients, matters, or opportunities for which Client may provide legal services, unless the Parties expressly elect an exclusive engagement by checking the box below.

Exclusive engagement (check to make Finder the exclusive source of introductions for the Term)

2.2 Limitation. Finder shall not provide legal advice, accept retainers, represent any Introduced Party in legal matters on behalf of Client, or otherwise act as an attorney for any party. Finder's role is limited to making introductions and providing non-legal business development assistance.

3. FINDER DUTIES

3.1 Performance. Finder shall use commercially reasonable efforts to identify prospective clients and to present accurate, good faith information about prospective matters. Finder shall document each introduction in writing to Client within a commercially reasonable time following the introduction.

3.2 Conflicts. Finder shall disclose to Client any actual material conflict of interest of which Finder is aware prior to making an introduction. Finder shall not knowingly introduce any person or entity that Finder knows is disqualified from retaining Client.

4. FEES AND PAYMENT

4.1 Fee Structure. Client shall pay Finder a Finder Fee equal to % of the Net Legal Fees actually received by Client from an Introduced Party in respect of the same matter within the Fee Term. "Net Legal Fees" means gross legal fees earned by Client from the Introduced Party less only documented refunds and credits actually paid to the Introduced Party.

4.2 Fee Term and Cap. Finder shall be entitled to Finder Fee for engagements that originate from introductions made during the Term for a period of months following the date of introduction, subject to a maximum aggregate Finder Fee cap of $ per Introduced Party unless otherwise agreed in writing.

4.3 Payment Terms. Client will invoice Finder Fee payments to Finder within days after receipt of payment from the Introduced Party. All payments shall be made in United States dollars and are due within thirty (30) days of Client's invoice unless otherwise stated. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4.4 Documentation. Client shall provide Finder, upon request, reasonable documentation demonstrating Net Legal Fees received from an Introduced Party for which Finder claims a Finder Fee, subject to confidentiality protections described in Section 6.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of months, and shall automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

5.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of obligations to pay earned Finder Fees for introductions made prior to termination in accordance with the terms hereof.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party agrees to keep confidential all non-public, proprietary, and commercially sensitive information disclosed by the other Party in connection with an introduction, except information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is independently developed by the receiving Party without use of the disclosing Party's confidential information; or (c) is required to be disclosed by law or by a court or regulatory authority.

6.2 Use Restriction. Finder shall not use confidential information of Client to solicit Client's clients other than as contemplated by this Agreement. Client shall not disclose to Finder privileged or sensitive client materials that could impair Client's attorney-client relationship with any person or entity.

7. REPRESENTATIONS, WARRANTIES, AND COVENANTS

7.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing below on its behalf is duly authorized, and that this Agreement constitutes a valid, binding obligation enforceable in accordance with its terms.

7.2 Finder Representations. Finder represents that it will deal with Introduced Parties in good faith and that any information provided to Client about an Introduced Party will be true and accurate to the best of Finder's knowledge as of the date provided.

8. INDEMNIFICATION

8.1 Indemnification by Finder. Finder shall indemnify, defend and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Finder's breach of this Agreement, willful misconduct, or negligent acts in connection with the performance of Finder's duties hereunder.

8.2 Indemnification by Client. Client shall indemnify, defend and hold harmless Finder from and against any third-party claims arising out of Client's provision of legal services to an Introduced Party, including malpractice or other professional liability claims, except to the extent such claims result from Finder's breach, willful misconduct, or gross negligence.

9. LIMITATION OF LIABILITY

EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS OR FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO FINDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. ASSIGNMENT

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Client may assign this Agreement without Finder's consent to an acquirer of all or substantially all of Client's business or assets to which this Agreement relates, provided that such assignee assumes Client's obligations hereunder in writing.

11. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the Parties at their respective notice addresses set forth below (or to such other address that a Party may designate by notice to the other Party in accordance with this Section).

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of any disputes arising under or related to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, including all schedules and written attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications, and understandings, whether written or oral.

13.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect to the maximum extent permitted by law.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

14.2 Waiver. No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof.

14.3 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. Signatures exchanged by facsimile or electronic image shall be binding.

15. ADDITIONAL PROVISIONS

SIGNATURES

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