Legal Support Addendum

LEGAL SUPPORT ADDENDUM

This Legal Support Addendum (the "Addendum") is entered into effective as of (Effective Date), by and between Client Name: of Address: and Service Provider Name: of Address: . Client and Service Provider are referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties are parties to a written agreement titled dated (the "Master Agreement");

WHEREAS, Client requires supplemental legal support services in connection with the matters described below and Provider has the capacity and expertise to provide such services on the terms set forth in this Addendum;

WHEREAS, the Parties desire to set forth the scope, compensation, confidentiality and other terms that will govern Provider's legal support services in addition to the terms of the Master Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. SCOPE OF LEGAL SUPPORT

1.1 Services. Provider shall provide legal support services including, but not limited to, legal research, drafting of pleadings and contracts, review of documents, preparation of witness statements, attendance at meetings or hearings as requested by Client, and other tasks reasonably necessary to assist Client in the matters identified below (the "Services"). A detailed description of the initial scope is set forth here:

1.2 Deliverables and Staffing. Provider will identify the personnel assigned to perform the Services, keep Client advised of material staffing changes, and provide deliverables in a timely manner consistent with Client's directions. Provider will notify Client in writing if any requested task is beyond the agreed scope or requires additional resources.

2. FEES, BILLING AND EXPENSES

2.1 Fee Arrangement (select applicable):
Hourly Fixed Fee Contingency Pro Bono

2.2 Rates and Caps. If hourly billing applies, Provider's hourly rate shall be $ per hour for personnel specified by Provider. If a fixed fee or budget cap applies, the amount is $ . All fees are exclusive of disbursements and third-party costs.

2.3 Billing Terms. Provider will submit itemized invoices no less frequently than monthly. Each invoice will describe tasks performed, hours by timekeeper, and accrued expenses. Client shall pay undisputed amounts within days of receipt. Disputed items will be promptly raised in writing and the Parties will negotiate in good faith to resolve such disputes.

2.4 Expenses. Client will reimburse reasonable and documented out-of-pocket expenses incurred by Provider in performing the Services, including filing fees, courier costs, and other invoices pre-approved by Client in writing.

3. TERM AND TERMINATION

3.1 Term. This Addendum shall commence on the Effective Date and shall continue until the Services are completed or earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either Party may terminate this Addendum for convenience upon providing written notice to the other Party at least days prior to the effective date of termination. Provider shall be entitled to fees and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY AND ATTORNEY-CLIENT PRIVILEGE

4.1 Confidential Information. Provider acknowledges that, in the course of performing the Services, Provider will receive confidential information of Client. Provider shall maintain the confidentiality of such information and shall not disclose it to third parties except as required by law or as expressly authorized by Client in writing.

4.2 Privilege. To the extent applicable, communications and work product created by Provider in the course of providing legal support shall be treated as privileged communications for the benefit of Client. Client shall be the holder of the attorney-client privilege and may assert or waive such privilege as it deems appropriate. Provider shall not waive privilege without Client's prior written consent.

5. CONFLICTS; INDEPENDENCE

Provider represents that, to the best of its knowledge after reasonable inquiry, no conflict of interest exists that would materially impair Provider's ability to perform the Services. If a potential conflict arises, Provider shall promptly notify Client and, if required, obtain Client's informed written consent before taking further action.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 Indemnification. Each Party shall indemnify and hold harmless the other Party from and against losses, claims, liabilities and expenses arising out of that Party's breach of this Addendum, negligence, or willful misconduct. Provider's indemnification obligation shall not apply to liabilities resulting from Client's instructions that are contrary to applicable law.

6.2 Limitation of Liability. Except to the extent caused by wilful misconduct or gross negligence, neither Party shall be liable to the other for consequential, incidental, punitive or special damages. Provider's aggregate liability arising out of or related to this Addendum shall not exceed the fees actually paid by Client to Provider under this Addendum in the twelve (12) month period preceding the event giving rise to liability.

7. NOTICES

All notices required or permitted under this Addendum shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party may specify in writing in accordance with this Section) by certified mail, hand delivery, or nationally recognized overnight courier. Notice to Client:

Notice to Provider:

8. AMENDMENT; WAIVER; COUNTERPARTS

8.1 Amendment. This Addendum may be amended only by a written instrument signed by authorized representatives of both Parties.

8.2 Waiver. No waiver of any breach of any provision of this Addendum shall be effective unless in writing and signed by the Party against whom the waiver is to be enforced. No waiver of any breach shall constitute a waiver of any other breach.

8.3 Counterparts. This Addendum 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 transmitted by electronic means shall be deemed original signatures.

9. GOVERNING LAW; DISPUTE RESOLUTION

9.1 Governing Law. This Addendum shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles.

9.2 Dispute Resolution. The Parties shall first attempt in good faith to resolve any dispute arising under this Addendum through negotiation between senior representatives. If unresolved within thirty (30) days, the Parties agree to submit the dispute to binding arbitration before a single arbitrator in the county or federal district where Client's principal place of business is located, unless the Parties agree otherwise in writing. The arbitrator shall apply the substantive law identified in Section 9.1. Judgment on an arbitration award may be entered in any court of competent jurisdiction.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 Entire Agreement. This Addendum, together with the Master Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, relating to such subject matter.

10.2 Severability. If any provision of this Addendum is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the Parties shall endeavor in good faith to replace the invalid or unenforceable provision with a valid provision that, to the extent possible, achieves the original intent of the Parties.

11. MISCELLANEOUS

11.1 Assignment. Neither Party may assign or transfer this Addendum or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Client may assign to an affiliate in connection with a merger or sale of substantially all of its assets.

11.2 Relationship of Parties. Provider shall perform the Services as an independent contractor and not as an employee, agent, or partner of Client. Provider shall be solely responsible for payment of all compensation to its personnel and all employment taxes and benefits.

11.3 Additional Terms. Any additional terms or special provisions agreed by the Parties should be described below.

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