Legal Issue Agreement

LEGAL ISSUE AGREEMENT

This Legal Issue Agreement (the "Agreement") is made effective as of by and between Client Name: , Entity Type: Individual Corporation LLC Partnership Other, with principal address: (hereinafter "Client"), and Legal Provider Name: , Entity Type: Individual Corporation LLC Partnership Other, with principal address: (hereinafter "Provider").

RECITALS

WHEREAS, Client seeks professional legal analysis, advice and resolution strategy concerning specified legal matters and potential claims identified by Client; and

WHEREAS, Provider is duly qualified, licensed where applicable, and experienced in providing legal issue assessment, research and advisory services and is willing to perform such services for Client under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms by which Provider will identify, analyze and assist in resolution of the legal issues described herein.

NOW, THEREFORE, in consideration of the mutual promises 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: "Legal Issues" means the matters described in Section 2 below; "Deliverables" means written reports, memoranda, pleadings, or other documents prepared and delivered to Client; "Confidential Information" has the meaning set forth in Section 6.

2. SCOPE OF SERVICES

Provider shall perform the following services with respect to the Legal Issues: Provider's services shall include factual investigation, legal research, preparation of Deliverables, and consultation with Client as reasonably necessary. Provider shall not commence litigation or file documents in any tribunal on Client's behalf without Client's prior written authorization.

3. DELIVERABLES AND TIMING

Provider shall deliver to Client the following items: Estimated completion date for initial analysis: . Time is of the essence for specified deadlines; delays caused by Client's failure to provide requested information shall extend deadlines accordingly.

4. FEES AND PAYMENT

Client shall pay Provider fees as follows: Fee Structure: ; Rate or Amount: .

Expenses: Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in connection with performance, including filing fees, photocopying, courier charges, and travel, provided such expenses exceed without prior written consent.

Payment Terms: Invoices are payable within days of invoice. Late payments incur interest at the lesser of 1.5% per month or the maximum lawful rate.

5. CONFLICTS OF INTEREST

Provider represents that, to the best of Provider's knowledge after reasonable inquiry, Provider has no current conflicts of interest that would materially impair Provider's ability to perform under this Agreement. If a conflict is identified after execution, Provider will promptly disclose the conflict in writing and propose a resolution. Client may terminate if the conflict cannot be reasonably cured.

6. CONFIDENTIALITY

Provider shall hold Confidential Information received from Client in strict confidence and shall not disclose such information except (a) as required by law or professional ethics; (b) with Client's prior written consent; or (c) to Provider's employees or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is or becomes publicly available through no breach by Provider or that Provider lawfully obtains from a third party free of confidentiality obligations.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Agreement and that execution and performance will not violate any agreement to which it is a party. Provider represents that it will perform services in a professional and workmanlike manner consistent with applicable standards.

8. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, Provider's aggregate liability to Client for any claim related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement. In no event shall Provider be liable for consequential, incidental, punitive or special damages.

9. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider and its partners, agents and employees from and against any claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement, Client's misrepresentation of material facts, or Client-directed actions inconsistent with Provider's professional obligations.

10. TERM AND TERMINATION

This Agreement commences on the effective date and continues until completion of the services unless earlier terminated. Either party may terminate for convenience upon thirty (30) days' written notice. Upon termination, Client shall pay Provider for services performed and expenses incurred through the termination date, and Provider shall deliver to Client all completed Deliverables and work in progress.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other addresses as a party may designate by written notice).

12. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Waiver of any breach shall not operate as a waiver of any other or subsequent breach.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be effective as originals for all purposes.

14. 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.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

The parties acknowledge that Provider's performance is subject to applicable professional rules of conduct and compliance with those rules shall govern where any conflict exists between such rules and the terms of this Agreement. Headings are for convenience only and do not affect interpretation.

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