Legal Support Modification Agreement

LEGAL SUPPORT MODIFICATION AGREEMENT

This Legal Support Modification Agreement (the Agreement) is entered into as of Effective Date: by and between Legal Support Provider: with principal place of business at , and Client Name: with address at . Provider and Client are each a Party and together the Parties.

RECITALS

WHEREAS, the Parties previously entered into a written Legal Support Agreement dated: (Original Agreement), which sets forth the scope of legal support services to be provided by Provider to Client; and

WHEREAS, the Parties desire to modify certain terms of the Original Agreement as set forth in this Agreement in order to reflect changes in scope, fees, and related administrative provisions while leaving unchanged other provisions of the Original Agreement except as expressly modified herein; and

WHEREAS, capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the Original Agreement.

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

1. DEFINITIONS

1.1. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Original Agreement. For the purposes of this Agreement, the following definitions are added or clarified:

"Modified Services" means the legal support services described in Section 3 below and any attachments incorporated by reference into this Agreement.

2. MODIFICATION

2.1. Subject to the terms and conditions of this Agreement, the Parties hereby agree that the Original Agreement is modified as set forth in this Agreement. Except as expressly modified by this Agreement, all terms, conditions and obligations of the Original Agreement remain in full force and effect.

2.2. The modifications set forth in this Agreement will be effective as of the Effective Date set forth above.

3. SCOPE OF MODIFIED SERVICES

3.1. Provider shall provide the Modified Services to Client as described in the following summary. This summary is intended to supplement and, where in conflict, to be superseded by any detailed scope attached hereto:

3.2. Any additional services beyond the Modified Services shall require a written change order signed by both Parties and shall be billed in accordance with the Fees and Billing provisions of this Agreement.

4. FEES, BILLING AND PAYMENT

4.1. In consideration for the Modified Services, Client shall pay Provider the fees set forth below or in an attached fee schedule. If a fee adjustment is being made, specify the new fee:

4.2. Billing shall occur in accordance with Provider's standard billing practices unless otherwise agreed in writing. Client shall pay invoiced amounts within days of invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. TERM AND TERMINATION

5.1. The term of this Agreement shall commence on the Effective Date and shall continue until completion of the Modified Services or earlier termination in accordance with the Original Agreement or this Section.

5.2. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred through the effective date of termination.

6. CONFIDENTIALITY

6.1. All nonpublic information disclosed by either Party in connection with the Modified Services, whether oral or written, shall be treated as Confidential Information in accordance with the confidentiality provisions of the Original Agreement. Each Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

7. CONFLICTS; INDEPENDENT COUNSEL

7.1. Provider represents that, to the best of its knowledge after reasonable inquiry, the performance of the Modified Services will not create a conflict of interest with existing clients. If a conflict arises, Provider shall identify the nature of the conflict in writing and the Parties shall promptly seek a resolution, which may include withdrawal or the implementation of ethically appropriate screening measures.

8. REPRESENTATIONS AND WARRANTIES

8.1. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement and that the person signing this Agreement on its behalf is duly authorized to do so.

9. INDEMNIFICATION

9.1. Each Party agrees to indemnify, defend and hold harmless the other Party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of such Party's representations, warranties or obligations under this Agreement, except to the extent caused by the gross negligence or willful misconduct of the indemnified Party.

10. LIMITATION OF LIABILITY

10.1. Except for liability arising from willful misconduct, gross negligence, or a Party's indemnification obligations under Section 9, neither Party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages even if advised of the possibility of such damages. The aggregate liability of either Party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement for the Modified Services during the six (6) month period preceding the event giving rise to the claim.

11. NOTICES

11.1. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, transmitted by confirmed facsimile or electronic mail, or mailed by certified or registered mail, return receipt requested, to the addresses set forth below or to such other address as either Party may designate by notice:

12. GOVERNING LAW

12.1. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1. This Agreement, together with the Original Agreement and any written attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties relating thereto.

13.2. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the greatest extent permitted by law.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both Parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

14.2. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective to bind the Parties.

15. MISCELLANEOUS

15.1. The provisions of this Agreement that by their nature survive termination or expiration of this Agreement shall so survive, including but not limited to sections addressing Fees, Confidentiality, Indemnification, Limitation of Liability, Governing Law and Remedies.

15.2. Each Party warrants that the execution and delivery of this Agreement and the performance of such Party's obligations hereunder have been duly authorized by all necessary corporate or other action.

ACKNOWLEDGMENT

The Parties acknowledge that they have read and understand this Agreement, that they accept its terms, and that the persons signing below are authorized to bind the Parties to this Agreement.

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