Legal Market Leader Agreement

LEGAL MARKET LEADER AGREEMENT

This Legal Market Leader Agreement (the "Agreement") is made and entered into as of Date: by and between Company Name: , an entity organized as: Corporation Limited Liability Company Other, with principal place of business at (hereinafter "Company") and Market Leader Name: , with principal place of business at (hereinafter "Market Leader"). Company and Market Leader may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Company develops and provides legal services, products, and market initiatives for legal professionals and seeks to engage third parties to promote, develop market share, and identify client opportunities in designated territories; and

WHEREAS, Market Leader possesses established relationships, marketing capabilities, and domain expertise in legal market channels and is willing to act as a non-employee Market Leader to promote Company offerings pursuant to the terms of this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Market Leader will perform lead generation, promotion, and business development services for Company.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Services" means the marketing, outreach, client introduction, advisory and related business development activities described in Section 2 below and as further specified in an exhibit or statement of work mutually executed by the Parties.

"Territory" means the geographic and market sectors described as: .

"Confidential Information" means non-public business, financial, client, product and technical information disclosed by a Party in written, electronic or oral form designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. APPOINTMENT; SCOPE OF SERVICES

Company hereby appoints Market Leader on a non-exclusive basis to act as Market Leader for the Services in the Territory, subject to the terms and conditions of this Agreement. Market Leader shall use commercially reasonable efforts to perform the Services, which shall include without limitation: identifying potential clients, arranging introductions, coordinating demonstrations, providing strategic feedback on market acceptance, and preparing periodic reports as required by Company.

Market Leader shall perform the Services as an independent contractor and not as an employee, partner or agent of Company. Market Leader shall comply with all applicable laws and professional obligations in performing the Services.

3. TERM; TERMINATION

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. Thereafter, this Agreement shall automatically renew for successive month periods unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach. Company may terminate this Agreement immediately for cause where Market Leader engages in fraud, criminal conduct, or willful misconduct that injures Company's business.

4. COMPENSATION; EXPENSES

In consideration for the Services, Company shall pay Market Leader the following fees: Base Fee: $ per ; and/or Commission equal to of Net Revenues attributable to introductions made by Market Leader, payable in accordance with the payment schedule below.

All fees due to Market Leader shall be invoiced monthly and paid within days of Company's receipt of a correctly rendered invoice. Company shall withhold taxes as required by law. Market Leader shall be responsible for its own expenses except that Company will reimburse pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with the Services.

5. REPORTING; RECORDS

Market Leader shall provide Company with written reports detailing introductions, leads, meetings, and other activities no less frequently than: . Reports must include sufficient detail to permit Company to verify commissions and performance. Market Leader shall retain records supporting invoiced amounts for a period of at least years and provide such records to Company upon reasonable request.

6. CONFIDENTIALITY

Each Party shall hold Confidential Information of the other Party in strict confidence and shall not disclose such information except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information shall not include information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was lawfully known to the receiving Party prior to disclosure; or (c) is independently developed without use of the disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of unless a longer statutory period applies with respect to trade secrets.

7. INTELLECTUAL PROPERTY

All intellectual property owned or developed by Company prior to or independent of this Agreement ("Company IP") shall remain the sole property of Company. Market Leader hereby assigns and agrees to assign to Company any right, title and interest in any Company-related work product created in the performance of the Services. Company grants Market Leader a limited, revocable, non-exclusive, non-transferable license to use Company's trademarks and marketing materials solely to perform the Services, subject to Company's trademark usage guidelines.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder; that its performance will not violate any other agreement or legal obligation; and that the person executing this Agreement on its behalf is authorized to do so.

Market Leader further represents that it will perform the Services in a professional and workmanlike manner in accordance with industry standards and applicable law.

9. INDEMNIFICATION

Each Party ("Indemnifying Party") shall indemnify, defend and hold harmless the other Party ("Indemnified Party") from and against any third-party claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnifying Party's breach of this Agreement, (b) negligence, willful misconduct or fraud by the Indemnifying Party, or (c) infringement of third-party intellectual property rights to the extent caused by the Indemnifying Party's actions.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR FAILURE TO PAY AMOUNTS DUE UNDER THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE TO MARKET LEADER UNDER THIS AGREEMENT DURING THE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $ , WHICHEVER IS GREATER.

11. NOTICES

Any notice required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as either Party may designate by notice to the other in accordance with this Section.

12. ASSIGNMENT

Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Company may assign this Agreement without consent to an affiliate or in connection with a merger, sale of substantially all of Company's assets, or change of control, provided that the assignee assumes Company's obligations under this Agreement.

13. INDEPENDENT CONTRACTOR; TAXES

Market Leader is an independent contractor and nothing contained herein shall be construed to create an employment, agency, joint venture, or partnership relationship between the Parties. Market Leader shall be solely responsible for all federal, state, local and international taxes, contributions and withholdings arising from payments made to Market Leader under this Agreement.

14. NON-SOLICITATION

During the Term and for a period of following termination, Market Leader shall not directly solicit for employment any employee of Company with whom Market Leader had material contact in the course of performing the Services, provided that general solicitations not targeted at Company employees shall not be prohibited.

15. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties shall negotiate in good faith a substitute provision that best effects the original intent of the Parties.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

18. 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, proposals, negotiations and communications, whether oral or written.

19. 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 delivered by electronic means shall be binding.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

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