Legal Lead Guide Agreement

LEGAL LEAD GUIDE AGREEMENT

This Legal Lead Guide Agreement (the Agreement) is entered into as of by and between Guide Name: (Guide), and Client Name: (Client).

RECITALS

WHEREAS, Guide operates a service that identifies and submits prospective clients, referrals, or leads concerning matters for which Client may provide legal services;

WHEREAS, Client desires to receive certain leads from Guide under the terms and conditions set forth in this Agreement and Guide is willing to provide such leads on the terms stated herein;

WHEREAS, the parties intend that Guide will qualify, refer, or introduce prospective matters to Client in exchange for compensation and subject to the confidentiality, data protection, and non-solicitation obligations described in this 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 hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Lead" means any individual or entity introduced by Guide to Client who expresses an interest in retaining Client for legal services and for whom Guide provides contact information or background sufficient for Client to reasonably evaluate potential representation.

1.2 "Qualified Lead" means a Lead that meets the qualification criteria set forth in this Agreement, including jurisdiction, matter type, and minimum expected fee as indicated by Guide and accepted by Client. Qualification criteria (if any) agreed by the parties:

2. SCOPE OF LEAD SERVICES

2.1 Lead Submission. Guide will submit Leads to Client in writing or electronic form with the Lead's name, contact information, and any material facts known to Guide regarding the matter. Guide shall represent in good faith that information provided is, to Guide's knowledge, accurate.

2.2 Exclusive/Non-Exclusive. The parties agree that the relationship with respect to leads shall be: Non-exclusive Exclusive for specified practice areas If exclusive, specify scope:

3. COMPENSATION

3.1 Fee Structure. Client will pay Guide for Qualified Leads as follows (select and complete one):

Option A — Percentage of Collected Fees Client shall pay Guide percent of gross fees actually collected by Client from a matter originated from a Qualified Lead during the period defined in Section 6.

Option B — Flat Fee Client shall pay Guide a flat fee of $ per Qualified Lead accepted by Client.

3.2 Payment Timing. Payments due to Guide under this Agreement shall be paid within days of Client's receipt of collected fees or invoice for accepted leads, and shall be accompanied by reasonable supporting documentation of amounts collected where applicable.

4. LEAD ACCEPTANCE AND HANDLING

4.1 Acceptance. Client may accept or reject a Lead within calendar days after receipt. Failure to notify Guide within that period will be deemed acceptance for purposes of this Agreement.

4.2 Conflicts. Client will conduct a prompt conflicts check and will not accept a Lead if acceptance would violate applicable rules of professional conduct. Client shall notify Guide of any conflict-based rejection and the reason for such rejection.

5. CONFIDENTIALITY AND DATA PROTECTION

5.1 Confidential Information. Each party shall keep confidential all nonpublic information disclosed by the other party in connection with a Lead, including the identity and contact information of potential clients, and shall use such information only for the purposes contemplated by this Agreement.

5.2 Data Handling. To the extent that personal data is processed in the exchange of Leads, the parties shall comply with applicable data protection laws and shall implement reasonable technical and organizational measures to protect such data.

6. TERM; TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated as provided herein. Thereafter it shall automatically renew for successive periods of equal duration unless either party provides written notice of nonrenewal at least days before the end of the then-current term.

6.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

6.3 Effect of Termination. Termination shall not affect the obligation to pay fees accrued prior to termination, nor Guide's right to payment for any Qualified Lead that results in fees collected by Client within months following termination.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Guide represents that, to the best of its knowledge, the information provided regarding Leads is accurate and not misleading.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

8.2 Limitation of Liability. Except for willful misconduct or breaches of confidentiality and indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and the aggregate liability of either party for any claim arising out of this Agreement shall not exceed the fees paid or payable to Guide in the twelve (12) month period preceding the event giving rise to the claim.

9. NOTICES

Notices shall be in writing and shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or such other address as a party may designate by notice.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment. This Agreement may be amended only by a written instrument executed by both parties.

10.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.

10.3 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.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to conflicts of law principles.

11.2 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 and understandings, whether written or oral.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

12. MISCELLANEOUS

12.1 Relationship. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties other than as expressly set forth herein.

12.2 Non-Solicitation. For the term of this Agreement and for a period of months thereafter, neither party shall directly solicit the other's employees or contractors involved in the performance of this Agreement without prior written consent.

ADDITIONAL INFORMATION

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