Legal Incentive Agreement

LEGAL INCENTIVE AGREEMENT

This Legal Incentive Agreement (Agreement) is made as of the by and between Client Name: , a organized under the laws of , with principal place of business at (Company), and Provider Name: , a organized under the laws of , with principal place of business at (Recipient).

RECITALS

WHEREAS, Company desires to incentivize Recipient to achieve specified performance objectives by providing monetary or other incentive compensation upon the achievement of predetermined targets and subject to the terms and conditions set forth herein;

WHEREAS, Recipient performs services for Company and is willing to accept such incentive compensation contingent upon satisfaction of performance metrics, delivery of required documentation, and compliance with the covenants and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the grant, payment and administration of the incentive in a binding written agreement.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Incentive Amount" means the aggregate amount or formula described as to be paid to Recipient upon satisfaction of the Performance Metric.

"Performance Metric" means the objective measure(s) described as against which performance will be measured.

"Applicable Period" means the period beginning on and ending on (Performance Period).

2. INCENTIVE GRANT

Subject to the terms and conditions of this Agreement, Company hereby agrees to pay Recipient the Incentive Amount upon Company’s written determination that Recipient has satisfied the Performance Metric during the Applicable Period. The Incentive Amount will be calculated and paid in accordance with Section 4 below. Any determination as to whether the Performance Metric has been satisfied shall be made by Company in good faith and in a commercially reasonable manner; provided, however, Recipient may dispute Company’s determination pursuant to Section 4.3.

3. CONDITIONS PRECEDENT

Payment of the Incentive Amount is expressly conditioned upon the satisfaction of the following conditions precedent:

If any condition precedent is not satisfied by its applicable deadline, Company may, in its sole discretion, extend the deadline, waive the condition in writing, or terminate this Agreement without liability other than as expressly provided herein.

4. PAYMENT TERMS; DETERMINATION; DISPUTE

4.1 Payment Timing. Subject to Section 3, the Incentive Amount shall be paid on or before or within days after Company’s final determination that the Performance Metric has been satisfied.

4.2 Withholding and Taxes. Company may withhold from any payment hereunder such amounts as required by applicable law. Except as otherwise required by law, Recipient shall be solely responsible for all taxes, social security, payroll and other statutory withholdings attributable to the Incentive Amount.

4.3 Dispute Resolution. If Recipient disputes Company’s determination with respect to satisfaction of the Performance Metric, Recipient must deliver written notice to Company within days of receipt of notice of such determination specifying in reasonable detail the grounds for dispute. The parties shall meet and negotiate in good faith for a period of not less than days to resolve the dispute. If the dispute is not resolved, the parties agree to binding arbitration administered in accordance with mutually agreed arbitration rules, with the arbitrator’s decision final and binding.

5. TERM; TERMINATION; EFFECT OF TERMINATION

This Agreement shall commence on the Effective Date and shall remain in force until all payment obligations hereunder have been satisfied, unless earlier terminated as set forth herein. Company may terminate this Agreement for material breach by Recipient if Recipient fails to cure such breach within days after written notice. Termination of this Agreement shall not abrogate Recipient’s obligation to repay any Incentive Amount subject to clawback as provided in Section 6.

6. CLAWBACK; OFFSET

If Company determines in good faith within days following payment that the Incentive Amount was paid based on materially inaccurate data, Recipient materially breached this Agreement, or Recipient engaged in fraud or willful misconduct related to the Performance Metric, Company may (i) require repayment of all or a portion of the Incentive Amount, (ii) set off any such amount against amounts otherwise due to Recipient, and/or (iii) pursue any other rights or remedies available at law or in equity.

7. CONFIDENTIALITY; PUBLICITY

Each party shall maintain in confidence all non-public information concerning the business, operations, customers and plans of the other party that is disclosed in connection with this Agreement ("Confidential Information"), and shall not disclose such information except to those employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The foregoing obligations shall not apply to information that is (a) available to the public other than by breach of this Agreement, (b) independently developed by the receiving party without use of Confidential Information, or (c) required to be disclosed by law, provided that the disclosing party gives prompt written notice to the other party to permit seeking a protective order.

8. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

Each party represents and warrants that it has full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized. Recipient shall indemnify, defend and hold harmless Company and its affiliates from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Recipient’s breach of this Agreement, negligence, willful misconduct or failure to pay taxes attributable to Incentive Amounts. Company’s liability arising under this Agreement shall be limited to direct damages and shall not include consequential, incidental or punitive damages except for claims arising from gross negligence or willful misconduct.

9. ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, Company may assign this Agreement without Recipient’s consent to an affiliated entity or in connection with a merger, sale of substantially all assets or similar transaction, provided the assignee assumes Company’s obligations hereunder in writing.

10. NOTICES

Company Notices Address:

Recipient Notices Address:

All notices required or permitted hereunder shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth above (or such other address as either party designates in writing). Notice shall be deemed given on the date of receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. Failure or delay by either party in exercising any right shall not operate as a waiver thereof; any waiver must be in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means (including PDF) shall have the same force and effect as original signatures.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision.

MISCELLANEOUS PROVISIONS

Headings are for convenience only and shall not affect the interpretation of this Agreement. References to days mean calendar days unless otherwise specified. The parties acknowledge that they have had the opportunity to consult legal counsel prior to executing this Agreement.

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