Legal Overflow Agreement

LEGAL OVERFLOW AGREEMENT

This Legal Overflow Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , an entity of type Corporation LLC Partnership Individual , with principal address (\"Client\"), and Provider Name: , an entity of type Corporation LLC Partnership Individual , with principal address (\"Provider\").

RECITALS

WHEREAS, Client maintains an ongoing need for legal services and periodically requires additional attorney capacity beyond its in-house or retained counsel resources (the "Overflow Matters"); and

WHEREAS, Provider is experienced in delivering legal services and is willing to receive, staff and perform Overflow Matters on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to define the process for referral, acceptance, supervision, confidentiality, compensation, and management of Overflow Matters.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

1. DEFINITIONS

1.1 "Overflow Matter" means any discrete client matter, project or task that Client refers to Provider under this Agreement that Client designates as overflow or supplemental legal work. An Overflow Matter shall be described in a written Referral Notice as provided in Section 3.

1.2 "Referral Notice" means the written directive from Client to Provider describing the scope, expected deliverables, staffing requirements, confidentiality classification and any applicable deadlines for each Overflow Matter.

2. SCOPE OF SERVICES

Provider shall evaluate each Referral Notice and shall accept or decline each Overflow Matter in writing within Acceptance Period: of receipt. If Provider accepts an Overflow Matter, Provider will provide qualified attorneys and staff to perform the services described in the Referral Notice and will perform such services in accordance with the standards and timelines set forth in Section 4.

3. REFERRAL AND ACCEPTANCE

3.1 Referral Notice. Every Referral Notice shall be delivered in writing to the Designated Contact for Provider identified in Section 14 and shall include at minimum: a description of the matter, anticipated budget, key dates, any client-specific requirements and document retention instructions.

3.2 Acceptance; Scope Control. Provider's written acceptance shall identify the scope of permitted services. Any work beyond the accepted scope shall require a written amendment to the Referral Notice and mutual agreement on additional fees and schedule.

4. PERFORMANCE STANDARDS

Provider shall perform all services with the level of skill, care, diligence and professionalism customary in the legal industry for similar matters, and shall comply with Client's written policies conveyed in each Referral Notice. Provider shall notify Client promptly of any material developments, conflicts or issues reasonably likely to affect timing or budget.

5. CONFIDENTIALITY

5.1 Treatment of Information. Provider shall treat all Client data, work product and communications delivered in connection with an Overflow Matter as Confidential Information. Provider will not disclose such information except as necessary to perform the Overflow Matter or as required by law, and only after providing Client prompt notice to allow Client to seek protective relief.

5.2 Return or Destruction. Upon completion or termination of an Overflow Matter, Provider will return or, at Client's direction, destroy client materials and certify destruction where reasonably practicable.

6. CONFLICTS OF INTEREST

Provider represents that, to the best of its knowledge after reasonable inquiry, no conflict exists that would materially impair Provider's ability to perform an accepted Overflow Matter. If a conflict is identified, Provider will promptly notify Client and shall not proceed unless Client consents in writing. Provider shall cooperate with Client in implementing any required screening measures.

7. COMPENSATION AND BILLING

7.1 Fee Structure. Unless otherwise agreed in a Referral Notice, Provider will invoice Client at the following rates: Standard Attorney Hourly Rate: per hour; Paralegal Rate: per hour.

7.2 Alternative Fees. The parties may agree to matter-specific alternative fee arrangements in a Referral Notice, including but not limited to fixed fees, capped fees, or blended rates. Any alternative fee arrangement must be set forth in writing and signed by both parties.

7.3 Invoicing and Payment Terms. Provider shall submit monthly invoices detailing hours, personnel, tasks performed and disbursements. Client shall pay undisputed amounts within Payment Days: days of invoice receipt. Disputed invoice items must be raised in good faith within 15 days of receipt.

8. RECORDS; ACCESS

Provider shall maintain complete and accurate time and expense records for services performed under this Agreement for a period of three (3) years and shall permit Client, upon reasonable notice and during normal business hours, to audit those records to verify compliance with the terms of this Agreement.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on Effective Date and continues until terminated as provided herein.

9.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' written notice. Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred prior to the effective date of termination.

9.3 Termination for Cause. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice specifying the breach. Upon termination for cause by Client, Provider shall deliver all work product in progress and shall cooperate to effect an orderly transition.

10. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider hereby assigns to Client all proprietary rights and title in materials and work product created by Provider specifically for Client in the performance of an accepted Overflow Matter. Provider may retain templates, know-how and general skills developed in the course of performing services, provided no Client Confidential Information is used or disclosed.

11. INDEMNIFICATION

Provider shall indemnify and hold Client harmless from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Provider's negligent acts, willful misconduct, or material breach of this Agreement, except to the extent such losses result from Client's own negligence or breach.

12. INSURANCE

Provider shall maintain professional liability insurance in commercially reasonable amounts and shall provide evidence of such insurance upon Client's request. Provider shall notify Client within ten (10) days of any material change in coverage.

13. REPRESENTATIONS AND WARRANTIES

Each party represents that it has full power and authority to enter into this Agreement, that the person signing on its behalf is authorized to do so, and that execution and performance of this Agreement will not violate any other agreement or legal obligation.

14. NOTICES

15. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Waiver of any breach shall not be deemed waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16. GOVERNING LAW; VENUE

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with each accepted Referral Notice and any written amendments, 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 Agreement is found unenforceable, the remainder of this Agreement shall remain in full force and effect and the unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

18. MISCELLANEOUS

18.1 Relationship of Parties. Provider is an independent contractor. Nothing in this Agreement shall create an employment, partnership or joint venture relationship between the parties.

18.2 Subcontracting. Provider may engage qualified subcontractors to perform work under an Overflow Matter only with Client's prior written consent and provided Provider remains responsible for the subcontractor's compliance with this Agreement.

NOTICES OF ASSIGNMENT; STAFFING

Provider shall provide Client with a staffing plan for each accepted Overflow Matter identifying lead counsel and key personnel. Client may request personnel changes for reasonable cause, and Provider shall promptly effect such requests consistent with continuity of representation.

SIGNATURES

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