Legal PFD Document

LEGAL PFD DOCUMENT — PROFESSIONAL FEE DISTRIBUTION AGREEMENT

This Professional Fee Distribution Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: (hereinafter "Provider"), and Recipient Name: (hereinafter "Recipient"). Provider and Recipient are each a "Party" and collectively the "Parties".

RECITALS

WHEREAS, Provider performs professional services and generates fees, commissions, or other compensable amounts (collectively, the Fee Pool) arising from services rendered to third parties; and

WHEREAS, Recipient has provided or will provide services, introductions, administrative support, or other contributions that entitle Recipient to a portion of the Fee Pool; and

WHEREAS, the Parties desire to set forth their respective rights, duties, and procedures for allocation and payment of the Fee Pool.

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

1. DEFINITIONS

1.1 "Fee Pool" means all gross fees, commissions, retainers, and other monetary compensation actually received by Provider that are generated from services to which Recipient has contributed in a material or agreed-upon manner.

1.2 "Net Distributed Amount" means the Fee Pool less direct, documented expenses and taxes withheld as required by law or as agreed in writing by the Parties.

2. APPOINTMENT AND PURPOSE

2.1 Provider hereby agrees to allocate and distribute a portion of the Fee Pool to Recipient in accordance with the terms of this Agreement. This Agreement governs only the distribution of fees and does not create an employment relationship or partnership unless otherwise expressly stated in a separate written agreement.

3. FEE POOL AND ALLOCATION

3.1 Fee Pool Identification: The Parties shall identify each fee or receipt to be included in the Fee Pool. Unless otherwise agreed in writing, the Fee Pool includes only amounts actually received by Provider from the third party and does not include anticipated or contingent fees.

3.2 Allocation Percentages: The Parties shall allocate the Net Distributed Amount among recipients as set forth below. Percentages shall total 100% for each Fee Pool unless otherwise documented.

4. PAYMENT PROCEDURES

4.1 Timing. Provider shall distribute the applicable Net Distributed Amount to Recipient within thirty (30) days after Provider's receipt of funds comprising the Fee Pool, unless the Parties agree otherwise in writing.

4.2 Withholding and Deductions. Provider may deduct and withhold amounts required by law, including taxes and levies, prior to distribution. Any other deductions require the express written consent of Recipient.

5. RECORDS, AUDIT AND ACCOUNTING

5.1 Books and Records. Provider shall keep and maintain accurate books and records reflecting fees received and distributions made under this Agreement for a period of at least three (3) years following the date of receipt.

5.2 Audit Rights. Upon providing at least ten (10) business days' prior written notice, Recipient may inspect and copy Provider's records related to a specified Fee Pool for purposes of verifying distributions. Any audit shall be conducted during normal business hours and in a manner that does not unreasonably interfere with Provider's business.

6. CONFIDENTIALITY

6.1 Each Party shall keep confidential all non-public information received from the other Party in connection with this Agreement and shall not disclose such information except as required by law or with the prior written consent of the disclosing Party.

6.2 The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets and other information entitled to greater protection under applicable law.

7. TERM AND TERMINATION

7.1 Term. This Agreement shall commence on the Effective Date and remain in effect until terminated by either Party upon thirty (30) days' prior written notice, unless earlier terminated as provided herein.

7.2 Effect of Termination. Termination shall not relieve Provider of its obligation to distribute amounts properly attributable to the Fee Pool received prior to the effective date of termination, subject to the terms of this Agreement.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of this Agreement, negligence, or willful misconduct by the indemnifying Party.

8.2 Limitation of Liability. Except for breaches of confidentiality or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, punitive, or special damages. Each Party's aggregate liability for direct damages shall be limited to the amounts actually distributed under this Agreement in the twelve (12) months preceding the claim.

9. NOTICES

9.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by notice).

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendment. This Agreement may be amended only by a written instrument executed by both Parties.

10.2 Waiver. No waiver of any breach shall be effective unless in writing and signed by the waiving Party. A waiver of one breach shall not constitute a waiver of any other breach.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable while preserving the Parties' intent.

12. MISCELLANEOUS

12.1 Relationship of Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Parties, except as explicitly provided in a separate, written agreement.

12.2 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date written above.

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