Legal Management Document

LEGAL MANAGEMENT DOCUMENT

This Legal Management Agreement (the "Agreement") is made and entered into as of by and between Client Name: , an entity: Corporation LLC Individual , Address: (hereinafter "Client"), and Legal Manager: , an entity: Corporation LLC Individual , Address: (hereinafter "Legal Manager").

Recitals

WHEREAS, Client requires management, coordination and oversight of legal matters, vendor relationships, budgeting, and reporting related to Client's legal operations; and

WHEREAS, Legal Manager possesses the experience, personnel and systems necessary to provide operational legal management services, including matter intake, provider management, invoice review, and monthly reporting; and

WHEREAS, the parties wish to set forth the terms and conditions under which Legal Manager will perform such services for Client.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definitions

1.1 "Managed Matters" means legal matters accepted by Client for which Legal Manager will provide services under this Agreement. 1.2 "Confidential Information" means all non-public information exchanged between the parties in connection with this Agreement, including matter files, billing records and internal processes.

2. Scope of Services

Legal Manager shall provide legal operations management services including, but not limited to: matter intake and triage; selection, engagement and oversight of outside counsel and vendors; invoice review and approval routing consistent with Client policies; budget preparation and variance reporting; development and maintenance of matter-level files; and monthly written management reports to Client.

3. Term and Termination

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after written notice of breach.

4. Fees and Payment

4.1 Fees. Client shall pay Legal Manager fees in accordance with the fee schedule set forth below. Billing will be rendered monthly in arrears and is due within days of invoice receipt.

5. Confidentiality

Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose or use such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party.

6. Records, Audit and Reporting

Legal Manager shall maintain complete and accurate records relating to Managed Matters and Client billings for a period of not less than three (3) years following termination. Client shall have the right, upon reasonable notice and during normal business hours, to audit such records once annually.

7. Conflicts of Interest

Legal Manager represents that it will use reasonable efforts to identify and disclose any actual or potential conflicts of interest with respect to outside counsel or vendors. If a conflict arises that cannot be cured, the parties shall negotiate in good faith to resolve the conflict or, if necessary, transition the affected matter.

8. Insurance

Legal Manager shall maintain professional liability insurance in commercially reasonable amounts and shall furnish certificates of insurance upon Client's reasonable request. Legal Manager shall promptly notify Client of any cancellation or material change in coverage.

9. Indemnification and Limitation of Liability

9.1 Indemnification. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the Indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement, subject to applicable law.

9.2 Limitation of Liability. Except for liabilities resulting from willful misconduct or a party's indemnification obligations, neither party shall be liable to the other for incidental, consequential, punitive or special damages, and aggregate liability shall not exceed the fees paid by Client to Legal Manager under this Agreement in the twelve (12) months preceding the claim.

10. Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes all obligations under this Agreement.

11. Notices

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

12. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement 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 Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to its subject matter.

14. Dispute Resolution

The parties shall endeavor in good faith to resolve disputes arising under this Agreement through negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration administered in the county specified by the governing law state, with a single arbitrator agreed by the parties or, if no agreement, appointed in accordance with the applicable arbitration rules.

15. Miscellaneous

The parties acknowledge that Legal Manager will act as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship between the parties. Each party shall comply with applicable laws and regulations in performing its obligations under this Agreement.

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