Legal Migration Agreement

LEGAL MIGRATION AGREEMENT

This Legal Migration Agreement ("Agreement") is entered into as of Effective Date: by and between Transferor Name: , having its principal address at Transferor Address: (hereinafter "Transferor"), and Transferee Name: , having its principal address at Transferee Address: (hereinafter "Transferee").

RECITALS

WHEREAS, Transferor currently maintains client files, matter records, digital repositories and associated materials described in Section 2 (collectively, "Transferred Materials"), and Transferor intends to transfer custody and certain rights as set forth in this Agreement;

WHEREAS, Transferee has represented that it has the capacity, licensing, and systems reasonably required to receive, store, and administer the Transferred Materials in compliance with applicable professional responsibility and data protection obligations; and

WHEREAS, the parties desire to set forth the terms and procedures governing the orderly migration, transfer, and acceptance of Transferred Materials, the allocation of fees and expenses associated with the migration, and the respective warranties, covenants and indemnities of the parties;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

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

"Transferred Materials" means all client files, matter files, correspondence, pleadings, discovery, electronic files, metadata, billing records and other records identified in Section 2 and transferred pursuant to this Agreement.

"Confidential Information" means non-public information relating to clients, matters, business operations, and proprietary processes disclosed or accessed in connection with the migration.

2. SCOPE OF MIGRATION; LIST OF MATERIALS

2.1 Transferor shall deliver to Transferee, and Transferee shall accept, the Transferred Materials specified in the schedule below and any additional items mutually agreed in writing. The parties acknowledge that the schedule may include electronic repositories, physical files, billing records, client engagement letters, and matter-specific documents.

2.2 Any item not expressly listed shall remain the property and responsibility of the Transferor unless otherwise agreed in writing signed by authorized representatives of both parties.

3. AUTHORIZATIONS, CLIENT CONSENT AND ETHICS

3.1 Transferor represents that, to the extent required by applicable professional rules, it has obtained or will procure the informed written consent of affected clients for the transfer of their files to Transferee before such transfer occurs.

Yes, consents obtained

4. TRANSFER PROCEDURES AND SECURITY

4.1 Transferor shall prepare Transferred Materials for transfer in a commercially reasonable format identified in writing to Transferee. The parties shall coordinate to minimize disruption to active matters and to preserve chain of custody and integrity of records.

4.2 Transfer shall be executed by secure electronic transfer protocols or, where physical records are transferred, by secure courier. Transferor shall employ reasonable measures to redact or segregate privileged or third-party confidential material unless otherwise authorized by client instruction or court order.

5. CONFIDENTIALITY AND DATA PROTECTION

5.1 Each party shall maintain in confidence all Confidential Information and shall not use or disclose such Confidential Information except as reasonably necessary to perform this Agreement or as required by law. The receiving party shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the Transferred Materials.

6. PROFESSIONAL RESPONSIBILITY; CONFLICTS

6.1 Each party represents that it is familiar with the professional conduct rules applicable to its jurisdiction and that neither the execution of this Agreement nor performance hereunder will result in a conflict of interest that would prevent it from representing clients whose files are transferred, except as disclosed in writing prior to transfer.

7. FEES, COSTS AND EXPENSES

7.1 Transferee shall pay Transferor for migration services and preparation fees as set forth below, and each party shall bear its own internal costs unless otherwise agreed.

7.2 Any third-party costs (e.g., courier, off-site storage, forensic imaging) will be invoiced separately with reasonable supporting documentation and paid by the party designated in writing by the parties prior to incurrence of such costs.

8. REPRESENTATIONS AND WARRANTIES

8.1 Transferor represents and warrants that it has the authority to transfer the Transferred Materials and has disclosed to Transferee all material facts known to Transferor that could reasonably be expected to affect the Transferee's acceptance of the Transferred Materials.

8.2 Transferee represents and warrants that it possesses the skill, personnel, systems, and regulatory approvals required to receive and maintain the Transferred Materials in a manner consistent with applicable professional obligations.

9. INDEMNIFICATION

9.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from breach of that party's representations, warranties, confidentiality obligations, or willful misconduct in connection with this Agreement.

10. LIMITATION OF LIABILITY

10.1 Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or indemnity obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages, and total aggregate liability shall not exceed the direct damages caused by the breaching party, capped at the total fees paid under this Agreement in the six (6) months preceding the claim.

11. TRANSITION ASSISTANCE; TIMELINE

11.1 Transferor shall provide reasonable transition assistance for a period of days following initial transfer, including cooperation on outstanding matters, access to legacy systems on reasonable terms, and transfer of passwords or keys when lawful and appropriate.

12. RECORDS RETENTION; DESTRUCTION

12.1 Unless otherwise directed by client instruction or by court order, records not designated for transfer may be retained or destroyed by Transferor in accordance with its standard retention policies. If Transferee requests destruction of transferred material, it shall provide written direction and assume any liability associated with such destruction.

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the contact details set forth below by hand, certified mail, or recognized courier. Notices are effective upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement.

14.2 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 delivered by electronic transmission shall be deemed effective for all purposes.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. Governing Law State:

15.2 This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, negotiations and understandings, whether written or oral.

15.3 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the parties' intent to the maximum extent permitted by law.

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