Legal Maintenance Proposal

LEGAL MAINTENANCE PROPOSAL

This Legal Maintenance Proposal (the Proposal) is entered into as of Effective Date: by and between Service Provider: with principal address and Client Name: with principal address .

RECITALS

WHEREAS, Provider is a licensed legal services firm experienced in providing continuing legal advisory, compliance monitoring, document drafting and other ongoing legal support; and

WHEREAS, Client desires to retain Provider to provide the legal maintenance services described in this Proposal on the terms and conditions set forth herein to assist Client in managing recurring legal needs and maintaining regulatory compliance; and

WHEREAS, Provider is willing to provide such services to Client upon the terms and for the compensation set forth below.

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

1. SCOPE OF SERVICES

1.1 Provider shall provide ongoing legal maintenance services (the Services) as described in the following service components and any attachments incorporated by reference. Services shall include, at a minimum: periodic compliance reviews, drafting and updating of standard transactional documents, telephone and email consultations, and limited representation in administrative matters as specifically agreed in writing.

1.2 Response times: Provider shall acknowledge all Client inquiries in writing within business days and shall use commercially reasonable efforts to resolve routine matters within the timeframes set forth in the scope.

2. TERM

2.1 The initial term of this Proposal shall commence on the Effective Date and continue for a period of months (Initial Term). Thereafter the Agreement shall automatically renew for successive one month periods unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

3. FEES AND PAYMENT

3.1 Compensation. Client shall pay Provider the fees set forth below for the Services: (a) a monthly maintenance fee of ; and (b) for work outside the agreed scope, Provider's hourly rates as detailed in the rate schedule.

3.2 Payment terms. Provider will invoice Client monthly in arrears unless otherwise agreed. Invoices are due and payable within days of invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3.3 Retainer. If a retainer is required, Client shall pay a retainer in the amount of prior to commencement of services. Provider may apply the retainer to final invoices and shall render an accounting of retainer deductions upon request.

4. EXPENSES

Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in the provision of Services, including filing fees, courier charges, and third-party vendor fees, provided that Provider obtains Client's prior written approval for any single expense exceeding .

5. CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party in connection with this Proposal and shall not disclose such information except to its employees, agents or subcontractors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Proposal, (ii) was lawfully received from a third party without restriction, or (iii) is independently developed without use of Confidential Information.

6. CONFLICTS AND ETHICS

Provider represents that, to the best of its knowledge after reasonable inquiry, it has no present conflict that would materially and adversely affect its ability to perform the Services. Should a conflict arise, Provider will promptly notify Client and shall either obtain informed consent, seek a waiver, or withdraw from representation in accordance with applicable professional conduct rules.

7. FILES, WORK PRODUCT, AND RECORDS

Unless otherwise agreed in writing, Client shall own originals of documents and work product prepared for Client while Provider shall maintain copies and internal work product. Provider's internal files, attorney work product, and firm billing records shall remain the property of Provider, subject to Client's right to receive client files necessary for continued representation.

8. TERMINATION

Either party may terminate this Proposal for convenience upon written notice to the other party given at least days prior to the termination date. Upon termination, Client shall pay Provider for Services rendered and expenses incurred through the effective date of termination. Termination does not relieve Client of liability for unpaid fees or expenses incurred prior to termination.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from losses arising out of the indemnifying party's gross negligence or willful misconduct. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S LIABILITY ARISING OUT OF OR RELATED TO THIS PROPOSAL SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS PROPOSAL DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES.

10. INSURANCE

Provider warrants that it maintains professional liability insurance consistent with industry standards and shall provide evidence of such insurance upon reasonable request.

11. NOTICES

All notices required or permitted under this Proposal shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify in writing.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Proposal may only be amended by a written instrument signed by authorized representatives of both parties. No failure or delay by either party to exercise any right shall operate as a waiver of that right. This Proposal may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Proposal shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. If any provision of this Proposal is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Proposal, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

14. MISCELLANEOUS

14.1 Subcontracting. Provider may engage qualified subcontractors or consultants to perform portions of the Services, provided that Provider remains responsible for their acts and omissions and ensures they comply with confidentiality and ethical obligations.

14.2 Client cooperation. Client shall provide timely access to personnel, information and facilities reasonably necessary for Provider to perform the Services. Delays caused by Client are subject to schedule adjustments and additional fees where applicable.

ACCEPTANCE

By signing below, the undersigned authorized representatives of the parties acknowledge and agree to the terms of this Legal Maintenance Proposal and authorize Provider to commence performance in accordance with the terms herein.

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