Legal SP Application

LEGAL SERVICE PROVIDER APPLICATION

THIS LEGAL SERVICE PROVIDER APPLICATION (the "Application") is made and entered into on this day: month: year: by and between Organization Name: with principal address: (hereinafter "Organization"), and Applicant Name: with principal address: (hereinafter "Applicant").

Recitals

WHEREAS, Organization engages outside legal service providers from time to time to perform legal services and requires standard information, assurances and certifications from providers it engages; and

WHEREAS, Applicant is willing to provide legal services to Organization and represents that Applicant is duly qualified, licensed and in good standing to provide such services in the jurisdictions identified below; and

WHEREAS, Organization requires that applicants complete and execute this Application setting forth qualifications, conflicts, insurance, fee and compliance information as a condition of engagement.

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

1. Application; Representations and Warranties

Applicant hereby submits the information below and represents and warrants that such information is true, complete and accurate as of the date of execution. Applicant shall promptly notify Organization in writing of any material change to the information provided.

Individual LLC Corporation Partnership Other

2. Background Checks and Disclosures

Applicant authorizes Organization to conduct reasonable background checks, including verification of bar standing, malpractice and disciplinary history, credit checks where permitted by law, and other due diligence. Applicant shall disclose any pending or resolved disciplinary proceedings, judgments, criminal convictions, or malpractice settlements that are material to Applicant's ability to provide services.

Applicant consents to such background checks and authorizes the release of related records to Organization.

3. Conflicts of Interest; Independence

Applicant shall promptly disclose to Organization any actual or potential conflict of interest arising from current or prior engagements. Applicant represents that, to Applicant's knowledge, no conflict exists that would materially impair the performance of services for Organization, except as disclosed below.

4. Insurance; Indemnity

Applicant shall maintain professional liability insurance and other coverage customary for the scope of work. Applicant agrees to indemnify and hold Organization harmless from claims arising from Applicant's negligent acts, errors or omissions in the performance of services, except to the extent such claims arise from Organization's gross negligence or willful misconduct.

5. Fees; Billing; Payment

Applicant's standard billing rates, retainer requirements and terms are set forth below. Any engagement will be subject to a separate engagement letter or agreement which may incorporate the terms of this Application.

6. Confidentiality and Data Security

Applicant acknowledges that Applicant may receive confidential or privileged information. Applicant shall maintain the confidentiality of Organization's information, shall implement commercially reasonable data security measures, and shall not disclose privileged information absent Organization's authorization or as required by law.

Applicant affirms that Applicant shall protect confidential and privileged information in accordance with applicable professional and legal standards.

7. Term and Termination

This Application becomes effective on the Effective Date and shall remain in effect unless terminated by either party upon thirty (30) days' written notice. Termination of this Application shall not affect the parties' rights or obligations under any existing engagement agreement.

8. Compliance with Law; Professional Standards

Applicant shall comply with all applicable laws, rules of professional conduct, and court rules in the jurisdictions in which services are performed. Applicant shall not engage in any conduct that would constitute a breach of fiduciary duty or professional responsibility.

9. Notices

Any notice required or permitted under this Application shall be in writing and delivered to the addresses set forth below or such other address as a party designates by written notice.

10. Amendments; Waiver

No amendment, modification or waiver of any provision of this Application shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver.

11. Governing Law

This Application shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of law principles.

12. Entire Agreement; Severability

This Application constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. Counterparts; Electronic Signatures

This Application may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

14. Applicant Certifications

By signing below Applicant certifies under penalty of perjury that the information contained in this Application is true and correct to the best of Applicant's knowledge and belief, and that Applicant will comply with the terms and representations contained herein.

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