Legal Ongoing Support Agreement

LEGAL ONGOING SUPPORT AGREEMENT

This Legal Ongoing Support Agreement (the "Agreement") is entered into as of Effective Date: , by and between Provider Name: , a business having its principal place of business at ("Provider"), and Client Name: , located at ("Client").

RECITALS

WHEREAS, Provider is regularly engaged in providing legal support services, including research, document drafting, compliance assistance, and advisory services as set forth herein; and

WHEREAS, Client desires to retain Provider to provide ongoing legal support on the terms and conditions set forth in this Agreement, and Provider is willing to provide such services to Client under those terms; and

WHEREAS, the parties intend for this Agreement to establish a continuing relationship and to define the scope, fees, performance standards, and contractual protections applicable to such ongoing services.

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

1. SCOPE OF SERVICES

1.1 Services. Provider shall provide ongoing legal support services as described in the Service Description below (the "Services"). Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards for legal services and applicable rules of professional conduct.

1.2 Exclusions. The Services do not include representation in litigation or administrative hearings unless expressly agreed in writing. Any matter requiring separate engagement shall be governed by a separate written agreement.

2. TERM; RENEWAL; TERMINATION

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months (the "Initial Term"), unless earlier terminated in accordance with this Agreement.

2.2 Renewal. This Agreement shall automatically renew for successive periods of months each, unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

2.3 Termination for Convenience. Either party may terminate this Agreement without cause upon providing the other party at least days' prior written notice.

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

3. FEES; EXPENSES; PAYMENT

3.1 Fees. Client shall pay Provider fees for the Services as follows: Fee Type: ; Amount: $ per .

3.2 Invoicing and Payment. Provider will invoice Client in accordance with the billing schedule described above. Unless otherwise agreed, payment is due within days of invoice date. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. SERVICE LEVELS; RESPONSE TIMES

4.1 Response. Provider shall use commercially reasonable efforts to respond to Client requests within the response times agreed in writing. Where no specific response time is agreed, Provider shall respond to non-emergency inquiries within business days and to urgent matters as soon as practicable.

4.2 Remedies. Client's exclusive remedies for Provider's failure to meet agreed response or service levels shall be the remedies specified in a written service addendum, if any, and otherwise shall be limited to fee credits as mutually agreed.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with the same standard of care it uses to protect its own confidential information but in no event less than a reasonable standard of care, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than those herein.

5.3 Exceptions. Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was known to the recipient at the time of disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of or reference to the disclosing party's Confidential Information.

6. INTELLECTUAL PROPERTY; WORK PRODUCT

6.1 Work Product. All original documents, analyses, opinions, and deliverables prepared by Provider specifically for Client in the provision of the Services ("Work Product") shall be the property of Client upon full payment of all fees due with respect to such Work Product, subject to Provider's retained right to use general knowledge and skills acquired in providing the Services.

6.2 Pre-existing Materials. Provider retains all right, title and interest in any pre-existing materials, templates, or tools used by Provider to perform the Services, and grants Client a non-exclusive, non-transferable license to use such materials solely as incorporated into the Work Product.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification by Provider. Provider shall indemnify and hold harmless Client from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence, willful misconduct or material breach of this Agreement in the performance of Services.

7.2 Indemnification by Client. Client shall indemnify and hold harmless Provider from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from Client's instructions, acts or omissions or from the inaccuracy of Client-provided information.

7.3 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or the parties' indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid or payable by Client to Provider under this Agreement during the six (6) months preceding the event giving rise to the claim, unless a higher cap is specified here: $ .

8. INSURANCE; INDEPENDENT CONTRACTOR

8.1 Insurance. Provider shall maintain professional liability insurance and general liability insurance in amounts customary for providers of similar services. Minimum professional liability coverage: $ .

8.2 Independent Contractor. Provider is an independent contractor and not an employee or agent of Client. Provider shall be solely responsible for all taxes, withholdings and other statutory or contractual obligations of an employer.

9. SUBCONTRACTING; ASSIGNMENT

9.1 Subcontracting. Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for the subcontractors' performance and compliance with this Agreement.

9.2 Assignment. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of all or substantially all of its business or assets.

10. COMPLIANCE WITH LAW; ETHICAL WALLS

Provider shall comply with applicable laws and professional ethical obligations in the provision of Services. If a conflict of interest arises, Provider shall notify Client promptly and, if required, establish ethical walls or decline representation as necessary to comply with applicable rules of professional responsibility.

11. NOTICES

Notices shall be in writing and deemed given upon personal delivery, receipt of email confirmation when sent to a designated contact, or three (3) days after deposit in the U.S. mail, postage prepaid, to the addresses provided above (or such other address as a party may designate by notice).

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed 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; ENTIRE AGREEMENT; SEVERABILITY

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

13.2 Entire Agreement. This Agreement, together with any exhibits or addenda signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral.

13.3 Severability. 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 provision shall be reformed only to the extent necessary to make it enforceable.

14. MISCELLANEOUS

14.1 Relationship of the Parties. Nothing in this Agreement creates a partnership, joint venture or employment relationship between the parties.

14.2 Attorneys' Fees. In the event of any dispute arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief awarded.

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