Legal Success Contract

LEGAL SUCCESS CONTRACT

This Legal Success Contract (the "Agreement") is entered into as of the day of , by and between Client Name: with principal place of business or residence at Client Address: , and Legal Success Provider: with principal place of business at Provider Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Client desires to engage Provider to perform legal services and related activities described in this Agreement in connection with the matter identified as: ; and

WHEREAS, Provider is willing to provide such services on a success-based compensation arrangement, subject to the terms and conditions set forth herein; and

WHEREAS, the Parties intend by this Agreement to define the scope of Provider's engagement, the events that constitute "success," the calculation of any success fee, and the allocation of costs and expenses.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means all legal, advisory, investigative, negotiation and litigation-related activities undertaken by Provider on behalf of Client in connection with the Matter described above, including but not limited to pleadings, discovery, settlement negotiations, and appeals where applicable.

1.2 "Success" means the occurrence of the event(s) specified in Section 3.1 that give rise to the Success Fee.

1.3 "Net Recovery" means the total monetary or in-kind recovery obtained on Client's behalf (including settlements, awards, judgments, or other consideration), less allowable deductions for third-party payments and court-ordered disbursements as expressly provided herein.

2. ENGAGEMENT; SCOPE OF SERVICES

2.1 Engagement. Client hereby engages Provider, and Provider accepts such engagement, to perform the Services on the terms of this Agreement. Provider shall act in accordance with applicable ethical and professional obligations.

3. SUCCESS FEE

3.1 Success Events. Success shall be deemed to have occurred upon the first to occur of the following: (a) entry of a final judgment in Client's favor; (b) settlement of the Matter resulting in monetary or materially equivalent non-monetary consideration paid or delivered for Client's benefit; or (c) other result expressly set forth in this Agreement as follows:

3.2 Success Fee Amount. In consideration for the Services, Client shall pay Provider a success fee equal to % of the Net Recovery. If the Parties agree to an alternative fixed fee in lieu of a percentage, such agreed fixed amount shall be: .

3.3 Calculation. The Success Fee shall be calculated by reference to the Net Recovery received by or on behalf of Client. Gross amounts payable to third parties (including opposing party payments to third parties) and court-ordered disbursements shall be deducted before application of the Success Fee, except as otherwise expressly agreed in writing.

3.4 Payment Timing. Provider shall be entitled to payment of the Success Fee within days following actual receipt by Client or Provider of the Net Recovery, or as otherwise set forth in a settlement instrument specifying payment terms.

4. COSTS AND EXPENSES

4.1 Client Responsibility. Client shall be responsible for all reasonable and documented third-party costs and expenses incurred in connection with the Services, including but not limited to filing fees, expert fees, deposition costs, courier and messenger charges, and travel expenses ("Costs"). Provider may, at its election, advance Costs on Client's behalf; any advanced Costs shall be reimbursed to Provider from the first recoveries to Client prior to calculation of the Success Fee unless otherwise agreed in writing.

5. CLIENT COOPERATION; AUTHORIZATIONS

5.1 Client shall provide full and timely cooperation to Provider, including access to documents, witnesses, and information reasonably necessary for Provider to perform the Services. Client authorizes Provider to obtain necessary records and to take steps on Client's behalf consistent with this Agreement.

5.2 Failure by Client to cooperate materially or to provide truthful information shall entitle Provider to withdraw from representation and to be indemnified for fees and costs incurred through the date of withdrawal.

6. CONFIDENTIALITY

6.1 Except as required by law, rules of professional responsibility, court order, or authorized by Client in writing, Provider shall keep confidential all non-public information obtained from Client in the course of providing the Services. This confidentiality obligation shall survive termination of this Agreement.

7. CONFLICTS; REPRESENTATIONS

7.1 Client represents that Client has the authority to enter into this Agreement and that disclosure of confidential information to Provider will not violate obligations to third parties. Client shall promptly disclose to Provider any potential conflict of interest of which Client becomes aware.

8. TERM AND TERMINATION

8.1 Term. This Agreement shall commence on the Effective Date and shall remain in effect until final resolution of the Matter or earlier termination as provided herein.

8.2 Termination for Convenience. Either Party may terminate this Agreement upon days' prior written notice to the other Party. Termination shall not affect Provider's right to receive a Success Fee for any Success that occurs after termination attributable to Provider's prior work as provided in this Agreement.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Client shall indemnify and hold harmless Provider from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement or Client's willful misconduct or material misrepresentations.

9.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or fraud, neither Party shall be liable to the other for consequential, incidental, punitive, or special damages.

10. NOTICES

10.1 All notices, requests, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested), or by overnight courier to the addresses set forth below or to such other address as a Party may designate in writing.

11. DISPUTE RESOLUTION

11.1 The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the Parties are unable to resolve the dispute within thirty (30) days after written notice of the dispute, the dispute shall be submitted to mediation in the jurisdiction specified in Section 12. If mediation does not resolve the dispute, the Parties agree to binding arbitration before a single arbitrator under commercially reasonable arbitration rules, with the place of arbitration: .

12. GOVERNING LAW; VENUE

12.1 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. Venue for any court proceeding permitted under this Agreement shall be in the courts located in the same state unless the Parties agree otherwise in writing.

13. MISCELLANEOUS

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

13.2 Amendments. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

13.3 Waiver. The failure of either Party to enforce any right under this Agreement shall not constitute a waiver of such right unless such waiver is in writing and signed by the waiving Party.

13.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

13.5 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. Delivery of an executed counterpart by electronic means shall be permissible and binding.

SIGNATURES

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