Legal Shield Agreement

LEGAL SHIELD AGREEMENT

This Legal Shield Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: , with principal place of business at , and Client Name: , with principal address at .

RECITALS

WHEREAS, Provider is engaged in the business of providing and coordinating legal advisory and representation services to subscribing clients, including but not limited to consultation, document review, and limited representation in matters identified in this Agreement; and

WHEREAS, Client desires to obtain from Provider a package of legal services and access to legal resources designed to limit Client's exposure to legal costs and to provide defense, consultation, and preventive legal services as set forth below; and

WHEREAS, Provider is willing to provide such services to Client on the terms and conditions set forth in this Agreement.

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

1. DEFINITIONS

1.1 "Legal Shield Services" means consultation, advice, review of documents, negotiation assistance, and, where expressly provided, representation in court or before administrative bodies, as described in Section 2.

1.2 "Covered Matter" means a specific legal issue for which Provider agrees to provide Legal Shield Services under this Agreement and as set forth in the Client's selected plan.

2. SCOPE OF LEGAL SHIELD SERVICES

2.1 Provider shall make available to Client legal consultation by telephone or electronic communication, review of contracts and documents up to a reasonable page limit, and limited representation in administrative or judicial proceedings when specifically specified in Client's plan. Services shall be provided only for matters expressly identified as covered matters in the Client's selection.

3. EXCLUSIONS

3.1 Legal Shield Services do not include representation in class action suits, criminal defense for felonies, matters arising from intentional misconduct or fraud by Client, contingency-fee litigation outside expressly covered matters, or services for third parties not identified as Clients under this Agreement.

4. FEES AND BILLING

4.1 As consideration for the Legal Shield Services, Client shall pay Provider a fee in the amount set forth below. Fees are non-refundable except as expressly provided in this Agreement.

5. RETAINER, ADVANCES AND EXPENSES

5.1 Provider may require an initial retainer or deposit to secure services. Client shall reimburse or prepay for out-of-pocket expenses, expert fees, filing fees, and other direct costs incurred on Client's behalf, unless otherwise agreed in writing.

6. TERM AND TERMINATION

6.1 The initial term of this Agreement shall commence on the Effective Date and shall continue for the period set forth below. Thereafter the Agreement will renew as provided unless earlier terminated in accordance with this Section.

6.2 Either party may terminate this Agreement for material breach by the other party upon thirty (30) days' prior written notice if the breach is not cured within that period. Termination by Client does not relieve Client of obligations to pay accrued fees and reimbursable expenses.

7. CLIENT COOPERATION

7.1 Client shall cooperate fully with Provider, timely provide all information and documents reasonably necessary for Provider to perform the Legal Shield Services, and shall not unreasonably withhold consent to actions reasonably required to pursue Client's interests.

8. CONFIDENTIALITY

8.1 Provider and Client acknowledge that communications subject to the attorney-client privilege or work product protection shall be maintained in confidence to the extent required by law. Provider will not disclose confidential Client information except as authorized by Client or required by law.

9. CONFLICTS OF INTEREST

9.1 Provider will take commercially reasonable steps to identify conflicts of interest. If a conflict exists that materially impairs Provider's ability to represent Client, Provider shall notify Client and may withdraw from representation in accordance with applicable professional rules.

10. LIMITATION OF LIABILITY

10.1 Except for claims arising from willful misconduct or gross negligence, Provider's aggregate liability to Client for any claim arising under this Agreement shall not exceed the total fees paid by Client to Provider during the twelve (12) month period immediately preceding the event giving rise to the claim.

11. INDEMNIFICATION

11.1 Client shall indemnify, defend, and hold harmless Provider and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's intentional misconduct, or Client's failure to disclose material facts to Provider.

12. DISPUTE RESOLUTION; GOVERNING LAW

12.1 Except for actions for injunctive relief or where statutory remedies apply, the parties agree to settle disputes arising under this Agreement by binding arbitration administered in accordance with the rules selected by the parties. The arbitrator shall have authority to award any remedy that would be available in court.

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

13. NOTICES

13.1 All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, nationally recognized overnight carrier, or electronic delivery with confirmation.

14. AMENDMENTS; WAIVER

14.1 No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of that provision or of the right to enforce it subsequently.

15. ENTIRE AGREEMENT

15.1 This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written.

16. SEVERABILITY

16.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

17. COUNTERPARTS

17.1 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. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

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