Legal Support Form

LEGAL SUPPORT FORM

This Legal Support Form (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Legal Support Provider Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Client requires legal support services in connection with matters described herein and any related tasks reasonably necessary for representation; and

WHEREAS, Provider has the necessary qualifications, personnel, and capacity to render the legal support services described in this Agreement; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Provider will perform such services and Client will compensate Provider.

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

1. SCOPE OF LEGAL SUPPORT

1.1 Services. Provider shall perform legal support services as described in the Fee Schedule and the Service Description. Provider's duties shall include research, drafting, document management, court filing support, client communications as authorized by Client, and other tasks reasonably necessary to accomplish the objectives set forth in the Service Description.

2. TERM

2.1 Term. The term of this Agreement commences on Effective Date: and continues until Termination Date: unless earlier terminated in accordance with Section 11.

3. FEES, RETAINER AND BILLING

3.1 Fees. Unless otherwise agreed in writing, Client shall pay Provider at the rate of per hour for services rendered.

3.2 Retainer. Client shall remit an initial retainer in the amount of , to be held in Provider's trust or operating account in accordance with applicable professional obligations. Provider may draw against the retainer for fees and expenses; Client shall replenish the retainer to the initial amount within five (5) business days of written demand.

4. EXPENSES

Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in connection with the Services, including but not limited to filing fees, courier and delivery charges, travel expenses (at reasonable rates), and third-party service fees. Such expenses shall be billed to Client with supporting documentation upon request.

5. CONFIDENTIALITY

5.1 Provider shall maintain in confidence all non-public information provided by Client in connection with the Services and shall not disclose such information except as necessary to perform the Services, to comply with legal or ethical obligations, or as expressly authorized in writing by Client. Provider shall use reasonable measures to protect Confidential Information and shall ensure that personnel and subcontractors bound by similar confidentiality obligations perform work on Client matters.

6. CONFLICTS OF INTEREST

Provider represents that, to the best of Provider's knowledge after reasonable inquiry, Provider does not have any conflicts of interest that would materially impair performance of the Services. If an actual or potential conflict arises, Provider shall promptly disclose the facts to Client and undertake appropriate measures, including obtaining Client waiver or declining representation if required by applicable ethical rules.

7. CLIENT OBLIGATIONS

Client shall cooperate with Provider, provide timely and accurate information, execute necessary documents, make personnel available for consultation, and comply with reasonable requests to enable Provider to perform Services. Client acknowledges that Provider's performance depends upon Client's cooperation.

8. RECORDS, REPORTING, AND DELIVERABLES

Provider shall maintain contemporaneous records of time and expenses. Provider will provide periodic reports and drafts of substantive deliverables to Client as set forth in the Service Description. All deliverables prepared specifically for Client under this Agreement shall be delivered to Client upon payment of all outstanding fees, except to the extent retained for Provider's internal records consistent with applicable professional rules.

9. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client retains ownership of Client-provided materials. Provider retains ownership of Provider's proprietary tools, templates, and methodologies. To the extent that Provider creates work product specifically for Client, Provider assigns to Client all transferable rights in such deliverables upon full payment for Services, subject to Provider's right to retain copies for its records and to comply with professional obligations.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR FRAUD, EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD PRECEDING THE ACT GIVING RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

11. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider and its affiliates, partners and personnel from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement, Client's misuse of deliverables, or Client's actions in connection with matters for which Provider provides support. Provider shall indemnify Client for claims arising from Provider's gross negligence or willful misconduct.

12. TERMINATION

12.1 For Convenience. Either Party may terminate this Agreement without cause upon thirty (30) days' prior written notice to the other Party. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

12.2 For Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within ten (10) days after receipt of written notice specifying the breach.

13. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth below or to such other address as either Party may specify in writing. Notices shall be deemed given upon personal delivery, one business day after deposit with an overnight courier, or three business days after deposit in the mail.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction specified below, without regard to conflict of laws principles.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all attachments and incorporated documents, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17. MISCELLANEOUS

The Parties acknowledge that Provider's relationship with Client is that of independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Any notices required under this Agreement shall be delivered as provided in Section 13.

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