Legal Operating Plan Draft

LEGAL OPERATING PLAN DRAFT

This Legal Operating Plan Draft (the "Plan") is made and entered into as of by and between Company Name: with principal place of business at (the "Company"), and Operator Name: with principal place of business at (the "Operator"). Each of the Company and the Operator is sometimes referred to herein individually as a "Party" and together as the "Parties."

RECITALS

WHEREAS, the Parties desire to set forth the material terms and procedures governing the operation, governance, capital contributions, allocation of profits and losses, and distributions of the business activities described in this Plan;

WHEREAS, the Parties intend this Plan to provide clear decision-making authority, accounting and recordkeeping standards, and restrictions on transfers of interests to protect each Party's economic and managerial expectations;

WHEREAS, the Parties represent that they each have the requisite authority to enter into and perform this Plan and to carry out the transactions contemplated herein;

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

1. DEFINITIONS

For the purposes of this Plan, capitalized terms used but not otherwise defined herein shall have the meanings set forth in this Section. "Capital Contributions" shall mean the cash, property, or services contributed to the Company by the Parties. "Allocations" shall mean the accounting of profits and losses among the Parties in accordance with Section 5. Additional defined terms may be set forth in the Definitions Appendix described below.

2. PURPOSE AND SCOPE

The purpose of the Company is to engage in the business of managing and operating the legal services and related activities described below and any other activities incidental or reasonably related thereto, subject to the restrictions contained in this Plan.

3. GOVERNANCE AND MANAGEMENT

Management of the Company shall be vested in one or more Managers as appointed by the Parties. The Managers shall have full authority to manage and control the business and affairs of the Company, including authority to bind the Company in the ordinary course of business, subject to the approval thresholds set forth in this Section.

4. CAPITAL CONTRIBUTIONS

Each Party shall contribute capital in the amounts and forms set forth below. Additional Capital Contributions may be required upon a written determination by the Managers in accordance with the Parties' agreed proportions.

5. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS

Profits and losses of the Company shall be allocated among the Parties in proportion to their respective Percentage Interests as recorded in the Company's capital account ledger, subject to any special allocations required by applicable law. Distributions shall be made at such times and in such amounts as the Managers determine, taking into account working capital, reserves and liabilities.

6. BOOKS, RECORDS, AND ACCOUNTING

The Company shall keep complete and accurate books and records in accordance with generally accepted accounting principles, consistently applied. Each Party shall have the right, upon reasonable prior notice and during normal business hours, to inspect and copy such books and records. The fiscal year of the Company shall end on .

7. BANKING AND FINANCIAL MATTERS

All funds of the Company shall be deposited into such bank accounts as the Managers designate. Withdrawals and expenditures above the threshold set by the Managers shall require the signature of the persons designated by the Managers in writing.

8. TRANSFER RESTRICTIONS

No Party shall Transfer all or any portion of its interest in the Company except in accordance with this Plan. Any attempted Transfer in violation of this Plan shall be null and void. Prior to any permitted Transfer, the transferring Party shall deliver written notice to the non-transferring Party, who shall have a right of first refusal to acquire the offered interest on the same terms and conditions.

9. CONFIDENTIALITY

Each Party shall maintain in strict confidence all Confidential Information received from the other Party and shall not disclose such information to any third party except as required by law or with the prior written consent of the disclosing Party. The obligations in this Section shall survive termination of this Plan for a period of years.

10. NON-COMPETE AND NON-SOLICITATION

During the term of this Plan and for a period of years thereafter, neither Party shall engage in any business substantially similar to the core services provided by the Company within the Territory specified herein without the prior written consent of the other Party. Neither Party shall solicit the other Party's key personnel or clients for years following termination.

11. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of a breach of any representation, warranty or covenant of the Indemnifying Party or from its gross negligence or willful misconduct in connection with the performance of this Plan.

12. INSURANCE

The Company shall maintain insurance coverage appropriate to its operations, including professional liability insurance where applicable, in amounts and with carriers reasonably acceptable to the Parties. Certificates of insurance shall be furnished to a requesting Party upon reasonable request.

13. TERM AND TERMINATION

This Plan shall commence on the Effective Date and shall continue until terminated as provided herein. This Plan may be terminated upon mutual written agreement of the Parties or upon the occurrence of an event of default by a Party that remains uncured following days' written notice.

14. NOTICES

All notices required or permitted under this Plan shall be in writing and delivered in accordance with this Section to the address set forth below for each Party and shall be effective upon receipt or as otherwise expressly provided.

15. AMENDMENTS; WAIVER

This Plan may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right under this Plan shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise of that right.

16. GOVERNING LAW

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

17. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Plan, together with any exhibits or appendices hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Plan is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Plan 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.

18. REPRESENTATIONS; AUTHORITY TO SIGN

Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, that the execution and delivery of this Plan and the performance of its obligations have been duly authorized, and that the signatory signing on its behalf has full authority to bind such Party.

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