Legal Ministry Contract

LEGAL MINISTRY CONTRACT

This Legal Ministry Contract (the "Agreement") is made and entered into as of Effective Date: by and between Ministry Name: , a religious organization with principal place of business at (hereinafter "Ministry"), and Service Provider Name: , with principal address at (hereinafter "Provider"). Ministry and Provider are collectively referred to as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Ministry requires legal services in connection with its religious, charitable, regulatory and administrative activities, and desires to retain qualified legal representation consistent with its doctrines and governance; and

WHEREAS, Provider represents that it is duly qualified, licensed where required, and experienced to perform the legal services described herein and is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their mutual covenants and understandings in writing.

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

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Ministry engages Provider, and Provider accepts such engagement, to perform legal services for the Ministry on the terms set forth in this Agreement.

1.2 Scope of Services. Provider shall provide the legal services described below (the "Services"), including representation, advice, document preparation, and other legal work as requested by Ministry and agreed in writing:

1.3 Authority. Provider shall act only upon written or other authorized instructions from duly authorized representatives of Ministry. Provider shall keep Ministry reasonably informed of material matters and shall obtain Ministry's consent prior to incurring extraordinary expenses.

2. TERM

2.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with Section 9.

3. COMPENSATION AND EXPENSES

3.1 Fees. Ministry shall pay Provider fees for Services as follows: Fee Arrangement: ; Amount: $ ; Payment Schedule: .

3.2 Expenses. Ministry shall reimburse Provider for reasonable out-of-pocket expenses incurred in performing the Services, provided such expenses are pre-approved by Ministry where practicable. Provider shall present itemized invoices for expenses.

4. CONFIDENTIALITY AND PRIVILEGE

4.1 Confidential Information. Provider shall treat as confidential all non-public information obtained from Ministry in connection with the Services and shall not disclose such information except as required by law or with Ministry's prior written consent.

4.2 Attorney-Client Privilege. To the extent applicable, communications between Ministry and Provider that fall within the attorney-client privilege or similar protection shall remain privileged and Provider shall take reasonable steps to maintain such privilege.

5. CONFLICTS; STANDARDS OF PROFESSIONAL CONDUCT

Provider represents that to the best of its knowledge no conflict of interest exists that would materially impair its performance of the Services. Provider shall comply with all applicable rules of professional conduct and shall disclose any actual or potential conflict promptly to Ministry.

6. RECORDS; DOCUMENTS; OWNERSHIP

6.1 Records. Provider shall maintain complete and accurate records of work performed and expenses incurred. Ministry shall have reasonable access to such records upon request.

6.2 Work Product. Unless otherwise agreed in writing, all non-privileged documents, memoranda, pleadings, and other tangible work product prepared by Provider in the course of providing Services shall be the property of Ministry.

7. INDEMNIFICATION; INSURANCE

7.1 Indemnity. Each Party shall indemnify and hold harmless the other Party and its officers, directors, employees, and agents from and against any claims, liabilities, losses, damages, or expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence, or willful misconduct.

7.2 Insurance. Provider shall maintain professional liability insurance and general liability insurance in an amount not less than $ and shall provide certificates of insurance upon request.

8. COMPLIANCE WITH LAW AND FAITH PRACTICES

Provider shall perform the Services in compliance with applicable law and in a manner consistent with Ministry's religious doctrines and internal governance, provided that nothing in this Agreement shall require Provider to act in violation of applicable law or rules of professional conduct.

9. TERMINATION

9.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon prior written notice to the other Party delivered not less than days in advance.

9.2 Termination for Cause. Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

9.3 Effect of Termination. Upon termination, Provider shall deliver to Ministry all work product and shall invoice for Services performed through the date of termination. Ministry shall pay all undisputed amounts due within thirty (30) days after receipt of Provider's final invoice.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or to such other address as a Party designates by written notice):

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

11.2 Entire Agreement. This Agreement, including any exhibits and written fee schedules incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior oral or written agreements.

11.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

11.4 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by both Parties. No failure or delay in exercising any right shall operate as a waiver.

11.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and signatures transmitted electronically shall be valid and binding.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and that the execution and performance hereof do not violate any other agreement or law applicable to such Party.

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