Legal Professional Courtesy Agreement

LEGAL PROFESSIONAL COURTESY AGREEMENT

This Legal Professional Courtesy Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: with principal address at ("Provider"), and Recipient Name: with principal address at ("Recipient"). Provider and Recipient are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider is engaged in the practice of law and offers legal services to its clients and to eligible professional colleagues under certain discounted or waived-fee arrangements; and

WHEREAS, Recipient is a professional in good standing and seeks to obtain certain limited professional courtesy discounts or waivers from Provider subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the scope, limitations and procedures applicable to the provision of such professional courtesy.

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

1. DEFINITIONS

1.1 "Courtesy Services" means the legal services identified in Section 3 that Provider agrees to provide to Recipient at a reduced rate or without charge pursuant to this Agreement.

1.2 "Eligible Recipient" means an individual or entity that meets the eligibility criteria set forth in Section 2 and is approved by Provider for receipt of Courtesy Services.

2. ELIGIBILITY AND ENROLLMENT

2.1 Eligibility. Recipient represents and warrants that Recipient currently holds any licenses or professional qualifications required to be eligible for the courtesy described herein and that Recipient is not disqualified by reason of a conflict of interest with Provider's existing clients.

2.2 Enrollment Process. To enroll, Recipient must submit a written request and documentation reasonably requested by Provider, including proof of professional status or affiliation. Provider's acceptance of a request in writing is required to establish Eligible Recipient status.

3. SCOPE OF COURTESY

3.1 Permitted Services. Provider agrees to provide the following Courtesy Services to Recipient:

3.2 Exclusions. The Courtesy Services expressly exclude the following matters and services, which shall be subject to Provider's standard fees:

3.3 Discount or Waiver. The courtesy provided shall be: Discount at specified percentage % Fee waiver (full)

4. LIMITATIONS AND CONDITIONS

4.1 Provider retains absolute discretion to decline any matter for professional, ethical or business reasons. Provider will perform a conflict-of-interest check prior to accepting any matter and may decline or withdraw where a conflict is identified.

4.2 Courtesy Services do not waive the Recipient's obligation to pay disbursements, filing fees, expert fees, court costs, or any third-party expenses unless otherwise agreed in writing.

5. BILLING AND PAYMENT

5.1 Billing. Provider shall render statements for services provided. For any amounts not covered by the courtesy, Recipient shall pay Provider in accordance with Provider's normal billing terms, unless otherwise agreed in writing.

5.2 Retainers and Trust Funds. Provider may require a retainer or deposits for anticipated costs. Funds held in trust will be applied only to authorized expenditures and subject to applicable trust accounting rules.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and shall continue until terminated as provided herein.

6.2 Termination for Convenience. Either Party may terminate this Agreement without cause upon written notice to the other Party delivered at least days prior to the effective date of termination.

6.3 Immediate Termination. Provider may immediately terminate or suspend Courtesy Services if Provider reasonably determines that continued representation would violate professional obligations or create a conflict of interest.

7. CONFIDENTIALITY AND CONFLICTS

7.1 Confidentiality. The Parties shall maintain the confidentiality of information exchanged in connection with Courtesy Services, subject to applicable ethical and legal obligations to disclose.

7.2 Conflicts. Provider's duty of loyalty to existing clients and professional obligations shall control. Nothing in this Agreement expands or limits Provider's duty to identify, disclose and address conflicts in accordance with governing professional rules.

8. LIABILITY; INDEMNIFICATION

8.1 No Guarantee. Recipient acknowledges that Provider has made no guarantees regarding the outcome of any matter. Provider's obligation is one of reasonable professional care in accordance with applicable standards.

8.2 Indemnification. Recipient agrees to indemnify and hold harmless Provider from any liability, loss or expense (including reasonable attorneys' fees) arising from Recipient's breach of this Agreement or from claims by third parties related to matters handled under the courtesy, except to the extent such loss is caused by Provider's willful misconduct or gross negligence.

9. NOTICES

All notices 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 written notice to the other Party.

10. ASSIGNMENT; AMENDMENT; WAIVER

10.1 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliated entity or successor firm in connection with a merger or sale.

10.2 Amendment and Waiver. Any amendment to this Agreement must be in writing and signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

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

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

14. COUNTERPARTS

This Agreement 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.

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