Legal Solicitation Attachment

LEGAL SOLICITATION ATTACHMENT

This Legal Solicitation Attachment (this Attachment) is entered into as of the day of , (the Effective Date), by and between Solicitor Name: (Solicitor) and Company Name: (Company). The Solicitor and the Company are each a Party and collectively the Parties.

Recitals

WHEREAS, Solicitor possesses relationships, contacts and the ability to introduce or solicit prospective clients and personnel for legal services and related opportunities; and

WHEREAS, Company desires to engage Solicitor to solicit or refer certain persons or entities pursuant to the terms of this Attachment, and Solicitor is willing to accept such engagement subject to the covenants and restrictions set forth herein; and

WHEREAS, the Parties intend that this Attachment govern solicitation activities, compensation for referrals, and the protection of Company clients, personnel and Confidential Information.

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

1. Definitions

For purposes of this Attachment the following terms have the meanings set forth below:

"Solicitation" means any direct or indirect communication, introduction, marketing or approach by Solicitor to induce a person or entity to retain, employ or otherwise engage the Company for legal services, or to solicit or induce Company personnel to terminate or alter their employment or engagement with the Company.

"Prospective Client" means any person or entity identified on Schedule A or otherwise contacted by Solicitor in connection with this Attachment, and any person or entity with whom the Company had substantive discussions within the twelve (12) months preceding the Effective Date.

"Confidential Information" means non-public business, financial, client and personnel information disclosed by the Company to Solicitor in connection with the Parties' relationship, including client lists, engagement terms, fee structures and any other material reasonably understood to be confidential.

2. Scope of Solicitation

Solicitor is authorized to solicit for the Company only those persons or entities specifically identified in Schedule A or otherwise approved in writing by the Company. Solicitor shall not represent to any third party that Solicitor is an agent of the Company for any purpose other than as expressly provided in this Attachment.

Solicitor shall conduct all solicitation activities in a professional manner consistent with applicable ethical and legal obligations, and shall not make any misleading, false or deceptive statements concerning the Company or its services.

3. Non-Solicitation Covenants

During the Term and for a period of months after termination of this Attachment for any reason, Solicitor shall not, directly or indirectly, solicit, induce or attempt to induce any client of the Company with whom Solicitor had contact arising out of Solicitor's activities under this Attachment to cease or reduce that client's relationship with the Company.

During the Term and for a period of months after termination, Solicitor shall not solicit or induce, or attempt to solicit or induce, any employee, contractor or consultant of the Company to terminate or materially alter such person's relationship with the Company.

4. Exceptions

The restrictions in Section 3 shall not apply to: (a) individuals who respond to a general solicitation or advertisement not specifically targeted at Company clients or personnel; (b) persons with whom Solicitor had a documented relationship prior to the Effective Date as evidenced by written records; or (c) persons specifically listed by name in Schedule A as exempt from the non-solicitation restrictions.

5. Compensation and Referral Fees

In consideration for qualifying referrals, Company shall pay Solicitor a referral fee equal to of the net fees actually collected by the Company from any retained client directly resulting from Solicitor's solicitation, subject to the terms and computations set forth in this Section.

Referral fees shall be paid within days after Company collects fees from the referred client. Net fees shall be calculated by deducting direct client disbursements and agreed discounts from gross fees.

6. Confidentiality

Solicitor shall maintain all Confidential Information in strict confidence, shall use such information solely for the performance of its obligations under this Attachment, and shall not disclose Confidential Information to any third party except as required by law or with the prior written consent of the Company. Upon request or upon termination of this Attachment, Solicitor shall promptly return or securely destroy all Confidential Information.

7. Term and Termination

This Attachment shall commence on the Effective Date and continue for an initial term of months (the Term), unless earlier terminated by either Party upon thirty (30) days' written notice to the other Party. Termination shall not relieve either Party of obligations that by their nature survive termination, including Sections 3, 5, 6 and 9.

8. Remedies and Injunctive Relief

The Parties agree that a breach of the non-solicitation or confidentiality covenants would cause irreparable harm for which monetary damages may be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief to prevent or curtail any actual or threatened breach.

9. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Attachment, willful misconduct or negligent performance of its obligations hereunder.

10. Notices

All notices required or permitted under this Attachment shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by overnight courier to the notice addresses provided above or to such other address as a Party may designate in writing.

11. Governing Law

This Attachment 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 Attachment, together with any schedules or exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

13. Severability

If any provision of this Attachment is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute provision that most nearly effects the Parties' original intent.

14. Amendments; Waiver; Counterparts

This Attachment may be amended only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right under this Attachment shall operate as a waiver. This Attachment 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.

15. Additional Provisions

The Parties acknowledge that they have read and understand this Attachment, have had the opportunity to consult with counsel, and agree that the covenants and obligations herein are reasonable in scope, duration and geography given the legitimate business interests of the Company.

Schedule A — Targeted Individuals and Entities

Representations and Warranties

Each Party represents and warrants that: (a) it has full power and authority to enter into and perform this Attachment; (b) the execution and delivery of this Attachment have been duly authorized; and (c) this Attachment constitutes a valid and binding obligation enforceable in accordance with its terms.

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