Legal Management Form MGT

LEGAL MANAGEMENT FORM MGT

This Legal Management Form MGT (the Agreement) is made effective as of by and between Client Name: , Client Address: (hereinafter "Client"), and Manager Name: , Manager Address: (hereinafter "Manager").

RECITALS

WHEREAS, Client requires the management, coordination and supervision of legal matters, including but not limited to litigation oversight, regulatory compliance coordination, and vendor management; and

WHEREAS, Manager is duly qualified and experienced to perform legal management services and has the capacity to provide personnel, systems and processes necessary to carry out such services; and

WHEREAS, the parties desire to set forth their respective rights, duties and obligations with respect to the engagement of Manager by Client on the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following definitions apply: (a) "Services" means the legal management services described in Section 2; (b) "Confidential Information" means all nonpublic information disclosed by either party in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information; (c) "Deliverables" means any written reports, status updates, budgets, schedules, or other tangible items produced by Manager for Client under this Agreement.

2. APPOINTMENT; SCOPE OF SERVICES

Client hereby engages Manager, and Manager accepts such engagement, to provide legal management services as set forth in this Section. Manager shall: (a) coordinate outside counsel and third-party vendors; (b) prepare and maintain matter budgets and status reports; (c) implement procedures for document retention, privilege logs and redaction protocols; (d) advise Client regarding docketing, critical deadlines, and settlement administration; and (e) perform such additional activities as are reasonably necessary for efficient management of Client's legal matters. The specific scope applicable to initial matters to be managed is described below.

3. AUTHORITY AND PERFORMANCE

Manager shall act solely as an agent of Client for the limited purposes set forth in this Agreement and shall not make decisions on behalf of Client except as expressly authorized in writing. Manager will use commercially reasonable efforts to perform the Services in a timely, professional manner consistent with industry standards. Manager shall not provide legal advice directly to third parties unless expressly authorized by Client in writing.

4. FEES, BILLING AND EXPENSES

Client shall pay Manager the fees and reimburse Manager for expenses in accordance with this Section. Manager's fees may be billed on a flat-fee, hourly, or project basis as set forth below. Invoices shall be delivered monthly and shall be due within thirty (30) days of receipt unless otherwise agreed in writing.

5. CONFIDENTIALITY

Each party agrees to keep Confidential Information in strict confidence and to use such information solely to perform its obligations under this Agreement. Manager shall implement appropriate administrative, technical and physical safeguards to protect Confidential Information. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of or reference to the disclosing party's Confidential Information.

6. CONFLICTS OF INTEREST

Manager represents that it will take commercially reasonable steps to identify and disclose any material conflicts of interest that arise during the term of this Agreement. If a conflict cannot be cured or waived by Client, the parties shall negotiate in good faith an appropriate mitigation plan or termination of the affected engagement.

7. RECORDS; REPORTING

Manager shall maintain accurate and complete records of work performed, hours expended (if applicable), invoices and material communications. Manager will provide Client with monthly reports summarizing matter status, expenditures to date versus budget, and anticipated next steps. All records created in the course of performing Services shall be retained for a period of not less than three (3) years following termination unless otherwise agreed.

8. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until terminated by either party upon thirty (30) days' prior written notice. Either party may terminate immediately for material breach that remains uncured for fifteen (15) days following written notice. Upon termination, Manager shall deliver all Deliverables and final invoices for Services performed through the effective date of termination.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, liabilities and expenses arising from the indemnifying party's negligence or willful misconduct. Except for claims arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, exemplary or punitive damages.

10. INSURANCE

Manager shall maintain professional liability insurance and commercial general liability insurance in commercially reasonable amounts customary for firms providing similar services. Upon request, Manager will provide certificates of insurance evidencing such coverage.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as either party may designate by notice. Notices shall be deemed given upon personal delivery, two days after deposit with a nationally recognized overnight carrier, or five days after deposit in the United States mail, postage prepaid, certified or registered.

12. AMENDMENT; WAIVER

This Agreement may be amended only by a writing signed by both parties. No delay or failure to exercise any right under this Agreement shall operate as a waiver of that or any other right, unless set forth in a writing signed by the waiving party.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflicts of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY

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

15. 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. Signatures transmitted by electronic means shall be binding.

ADMINISTRATIVE DETAILS

ENTITY TYPE

Client entity type: Individual Corporation LLC/Partnership

Manager entity type: Individual Corporation LLC/Partnership

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