Legal Lead Agreement

LEGAL LEAD AGREEMENT

This Legal Lead Agreement (the Agreement) is entered into as of by and between Company Name: , with principal place of business at (Company), and Lead Provider Name: , with principal place of business at (Provider). Company and Provider are each a Party and collectively the Parties.

RECITALS

WHEREAS, Provider identifies and delivers potential client contacts and inquiries that may result in fee-generating legal engagements for Company (each, a Lead); and

WHEREAS, Company desires to evaluate and, if appropriate, engage Leads submitted by Provider and to compensate Provider for Successful Conversions in accordance with the terms of this Agreement; and

WHEREAS, the Parties wish to set forth the terms governing submission, acceptance, ownership and compensation for Leads.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Lead" means a prospective client contact submitted by Provider that contains bona fide contact information and sufficient facts to permit Company to evaluate potential legal services.

1.2 "Accepted Lead" means a Lead that meets the acceptance criteria set forth in Section 2 and that Company has expressly accepted in writing within the acceptance period.

1.3 "Successful Conversion" means the engagement by a client introduced by Provider for fee-bearing legal services rendered by Company and for which Company receives payment from that client within days of initial client engagement.

2. LEAD SUBMISSION; ACCEPTANCE

2.1 Submission. Provider shall submit Leads in a written format that includes the prospective client's name, contact information, a brief description of the matter, material timing constraints, and the source of the Lead. Provider shall submit Leads to Company's designated contact for intake as set forth in Section 12 (Notices).

2.2 Acceptance. Company shall review each Lead and shall provide written acceptance or rejection within calendar days of receipt. An Accepted Lead becomes the subject of the Compensation provisions in Section 4. Company may reject any Lead that is not reasonably complete or that duplicates an existing active client relationship.

3. LEAD OWNERSHIP; NON-SOLICITATION

3.1 Ownership. Provider represents that it has the right to submit a Lead and that submission does not violate any agreement with a third party. Upon Company's acceptance of a Lead, Company shall have the exclusive right to pursue representation of that prospective client arising from the Accepted Lead for a period of days from the date of acceptance.

3.2 Provider agrees not to directly solicit or enter into an attorney-client relationship with any prospective client identified in an Accepted Lead during the exclusivity period without Company's prior written consent.

4. COMPENSATION

4.1 Commission. As full consideration for Accepted Leads that convert to Successful Conversions, Company shall pay Provider the following fee: either a commission equal to percent (%) of net fees collected by Company from the referred client, or a fixed referral fee of (select the applicable arrangement by mutual written agreement).

4.2 Payment Terms. Company shall calculate amounts due and issue payment to Provider within days after receipt of payment from the referred client and after issuance of an invoice from Provider that documents the Successful Conversion and complies with Company's invoicing requirements. All payments shall be made in U.S. dollars, net of any withholding required by applicable law.

5. AUDIT RIGHTS

Company shall have the right, upon reasonable notice to Provider and during normal business hours, to audit Provider's records to the extent reasonably necessary to verify Provider's compliance with this Agreement and the accuracy of invoices. Any such audit shall be limited to records for the prior days. If an audit reveals an underpayment of more than five percent (5%), Provider shall reimburse Company's reasonable audit costs.

6. CONFIDENTIALITY

6.1 Each Party acknowledges that in connection with this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means proprietary or non-public information disclosed in any form that is designated as confidential or that a reasonable recipient should understand to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Each Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, agents or contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

7. COMPLIANCE WITH LAWS; ETHICAL CONSIDERATIONS

7.1 Provider shall comply with all applicable laws, rules, and ethical obligations in procuring and submitting Leads. Provider shall not present itself as counsel to prospective clients and shall not engage in the unlicensed practice of law.

7.2 Both Parties acknowledge that Company retains sole responsibility for client intake, conflicts checks, engagement decisions, and compliance with all professional responsibility obligations.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full corporate or individual power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement has been duly authorized; and (c) when executed and delivered by such Party, this Agreement will be a valid and binding obligation enforceable in accordance with its terms.

9. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Company and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) Provider's breach of this Agreement, (b) Provider's negligent or willful misconduct in procuring or submitting Leads, or (c) false or misleading information provided by Provider regarding a Lead.

Company shall indemnify Provider to the extent of claims arising from Company's breach of this Agreement or Company's negligent acts in connection with the handling of Accepted Leads.

10. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. TERM AND TERMINATION

11.1 Term. This Agreement shall commence on the effective date and continue for an initial term of months, and shall automatically renew for successive periods of equal length unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

11.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party upon delivery of written notice specifying the breach and providing a cure period of days, if the breach is not cured within such period.

11.3 Effect of Termination. Termination will not relieve either Party of obligations incurred prior to the termination date, including payment obligations for Successful Conversions occurring prior to termination, subject to the payment timing provisions of Section 4.

12. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and sent to the addresses set forth below by certified mail, nationally recognized overnight courier, or by personal delivery and shall be effective upon receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Parties. Failure to insist upon strict performance of any provision shall not be deemed a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

14.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

The Parties acknowledge that the remedies provided in this Agreement are cumulative and not exclusive. No Party may assign this Agreement without the prior written consent of the other Party, except to a successor-in-interest in connection with a merger or sale of substantially all assets.

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