Legal Leads Agreement

LEGAL LEADS AGREEMENT

This Legal Leads Agreement ("Agreement") is entered into as of Effective Date: by and between Lead Provider Name: ("Lead Provider"), and Client Name: ("Client"). Lead Provider and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Lead Provider generates and sources potential client contacts and referrals concerning legal matters and maintains databases and systems for collecting such prospective client information; and

WHEREAS, Client practices in the area(s) of law: and desires to receive and evaluate leads for potential representation; and

WHEREAS, the Parties wish to set forth the terms by which Lead Provider will provide leads to Client and the fees, delivery standards, confidentiality, and allocation of risk applicable to such leads.

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Lead" means contact information for a potential client that includes, at minimum, the prospective client's full name, telephone number, and a brief description of the legal matter provided by Lead Provider to Client in the format agreed herein.

1.2 "Qualified Lead" means a Lead that meets the acceptance criteria in Section 3 and which results in Client's engagement and collection of fees for legal services. A Qualified Lead shall be deemed qualified only if Client documents a written or electronic retention and collection event within the applicable acceptance period.

1.3 "Lead Materials" means all information, files, recordings, communications, and data provided with or relating to a Lead.

2. DELIVERY OF LEADS

2.1 Delivery Method. Lead Provider will deliver Leads to Client via: . Delivery shall include the Lead Materials and any metadata reasonably required for Client to evaluate the Lead.

2.2 Timing. Lead Provider will use commercially reasonable efforts to deliver Leads promptly following Lead generation. Lead Provider's failure to deliver a Lead on any particular date shall not alone constitute a material breach if cured within a reasonable period.

3. ACCEPTANCE; REJECTION; RECORDS

3.1 Acceptance Period. Client shall accept or reject a Lead within business days of receipt by providing written notice to Lead Provider. Failure to timely reject a Lead shall constitute acceptance for purposes of this Agreement.

3.2 Recordkeeping. Client shall maintain contemporaneous records demonstrating retention, engagement, and fees collected in connection with any Qualified Lead and shall provide such records to Lead Provider upon reasonable request for verification of fees due.

4. FEES; INVOICING; PAYMENT

4.1 Referral Fee. For each Qualified Lead resulting in Client's collection of fees for legal services, Client shall pay Lead Provider a referral fee equal to of the gross fees actually collected by Client in connection with that matter, payable in accordance with Section 4.2. Alternatively, the Parties may agree that the fee per Qualified Lead shall be a fixed amount of $.

4.2 Invoicing and Payment. Lead Provider shall invoice Client monthly for fees due for Qualified Leads accepted in the preceding month. Client shall pay all undisputed amounts within days of receipt of invoice. Disputed amounts must be identified in writing within the payment period and the Parties will promptly meet and confer to resolve the dispute; undisputed portions remain payable.

5. DATA PROTECTION AND COMPLIANCE

5.1 Compliance. Each Party shall comply with all applicable laws, rules, and regulations in connection with its performance under this Agreement, including those governing consumer communications and data privacy, and shall obtain all consents required to share and use Lead Materials as contemplated herein.

5.2 Data Security. Lead Provider shall implement commercially reasonable technical and organizational measures to protect Lead Materials from unauthorized access, disclosure, or alteration. Client shall limit access to Lead Materials to personnel with a legitimate need to evaluate or pursue the Lead.

6. CONFIDENTIALITY

6.1 Confidentiality Obligations. Each Party shall hold Confidential Information of the other Party in strict confidence and shall not disclose such information except to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

6.2 Duration. The confidentiality obligations set forth in this Section 6 shall survive termination of this Agreement for a period of years.

7. REPRESENTATIONS AND WARRANTIES

7.1 By Lead Provider. Lead Provider represents and warrants that (a) it has the right to provide the Leads and Lead Materials to Client and to grant the rights contained in this Agreement, (b) to the best of Lead Provider's knowledge, the Lead Materials do not knowingly contain false information, and (c) it will not knowingly submit Leads that have been sold to Client previously without disclosing such fact.

7.2 By Client. Client represents and warrants that it will provide competent legal services in accordance with applicable rules of professional conduct and will not represent a conflict of interest in accepting a Lead that is known to be represented by another attorney.

8. INDEMNIFICATION

8.1 Indemnification by Lead Provider. Lead Provider shall indemnify, defend and hold harmless Client from and against any third-party claim arising from Lead Provider's breach of Section 5 or Lead Provider's gross negligence or willful misconduct in generating or delivering Leads.

8.2 Indemnification by Client. Client shall indemnify, defend and hold harmless Lead Provider from and against any third-party claim arising from Client's provision of legal services to a referred potential client, Client's breach of this Agreement, or Client's violation of applicable professional responsibility rules.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ITS OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF GOODWILL, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $.

10. TERM AND TERMINATION

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

10.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within days after written notice specifying the breach.

10.3 Effect of Termination. Upon termination, Client shall pay all fees due for Qualified Leads accepted prior to termination. Sections concerning confidentiality, indemnification, limitation of liability, and payment obligations shall survive termination.

11. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email with confirmation of receipt. Notice is effective upon receipt.

12. MISCELLANEOUS

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

12.2 Entire Agreement. This Agreement, together with any written attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and negotiations.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect and the Parties shall negotiate in good faith a replacement provision to effect the original intent.

12.4 Amendment and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay in exercising any right shall be deemed a waiver of that right.

12.5 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. Signatures transmitted by electronic image or other electronic means shall be deemed originals for all purposes.

NOTICES REGARDING LEADS

Lead Provider represents that it shall not knowingly provide Leads that are subject to attorney-client relationships with other counsel, and will disclose if a Lead was previously provided to other attorneys. Client acknowledges that the existence of prior contact with prospective clients may affect Client's ability to represent such clients and agrees to notify Lead Provider promptly of any such conflicts.

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