Legal Support Reply

LEGAL SUPPORT REPLY

This Legal Support Reply is made between Requesting Party: and Responding Party: . The parties acknowledge that a request for legal support was submitted on .

RECITALS

WHEREAS, Requesting Party seeks legal support services and information relevant to the matter identified in the request; and

WHEREAS, Responding Party possesses the capability and resources to provide the requested legal support, subject to the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms under which such legal support will be provided and the responsibilities of each party.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SCOPE OF LEGAL SUPPORT

1.1 Services. Responding Party will provide legal support services as selected below and as further described in any attached exhibit or statement of work. The services shall include, without limitation, legal research, drafting of pleadings and memoranda, document review, deposition and trial support, and case strategy consultations.

Select services to be provided (check all that apply):
Legal research and memoranda Drafting pleadings and briefs Document review and privilege analysis Deposition/trial support Other (describe below)

2. FEES, COSTS AND BILLING

2.1 Fee Structure. Unless otherwise agreed in writing, Responding Party will bill Requesting Party at the hourly rates specified below, plus reasonable out-of-pocket expenses incurred in connection with the provision of services. Hourly rates may vary by personnel and will be provided upon request.

2.2 Billing Cycle and Payment. Responding Party will submit periodic invoices itemizing services rendered and expenses incurred. Payment is due within thirty (30) days of invoice date. Overdue amounts shall accrue interest at a rate of 1.5% per month or the maximum permitted by law, whichever is lower.

3. CONFIDENTIALITY

3.1 Confidential Information. Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. Confidential Information includes nonpublic information relating to the subject matter of the request, case strategy, privileged communications, documents and work product.

3.2 Treatment of Confidential Information. The recipient shall maintain the confidentiality of such information, shall use it solely for the purpose of performing obligations under this Reply, and shall not disclose it except to those persons who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Nothing in this Reply shall be deemed to waive or impair any applicable privilege or to require disclosure of privileged materials.

4. CONFLICTS, AUTHORITY AND LIMITATIONS

4.1 Conflicts. Responding Party represents that, to the best of its knowledge, the provision of the legal support described herein does not create a conflict of interest. Responding Party will promptly disclose any actual or potential conflict that arises during the term of this Reply.

4.2 No Creation of Full Attorney-Client Relationship. The parties agree that the provision of limited legal support pursuant to this Reply does not, by itself, create a general attorney-client relationship for other matters not expressly included in the scope. The nature and extent of any formal attorney-client relationship must be set forth in a separate written engagement agreement.

5. INDEMNITY AND LIMITATION OF LIABILITY

5.1 Indemnity. Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, employees and agents from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Reply.

5.2 Limitation of Liability. Except for liability arising from fraud, willful misconduct, or the obligations set forth in Section 3 or 5.1, neither party shall be liable for incidental, consequential, special or punitive damages, and each party's aggregate liability arising out of this Reply shall not exceed the total fees actually paid to Responding Party under this Reply during the preceding twelve (12) month period.

6. TERM AND TERMINATION

6.1 Term. This Reply shall commence on the request date set forth above and shall continue until the services described have been completed or until earlier terminated as provided herein.

6.2 Termination. Either party may terminate this Reply for convenience upon ten (10) days' written notice. Termination shall not relieve Requesting Party of the obligation to pay for services rendered and expenses incurred through the effective date of termination, including costs reasonably necessitated by wind-down activities.

7. NOTICES

All notices required or permitted under this Reply shall be in writing and shall be delivered to the address designated for each party below. Notices are effective upon receipt.

8. AMENDMENTS, WAIVER AND COUNTERPARTS

8.1 Amendments. This Reply may be amended or modified only by a writing signed by authorized representatives of both parties.

8.2 Waiver. Failure or delay by either party to enforce any provision of this Reply shall not constitute a waiver of such provision or any other provision.

8.3 Counterparts. This Reply 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 delivered by electronic means shall be effective as originals.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

9.2 Entire Agreement. This Reply, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral.

9.3 Severability. If any provision of this Reply is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the fullest extent permitted by law.

10. ATTACHMENTS

CERTIFICATION

Each party certifies that the individual signing below is authorized to bind the party, that the party has read and understands the terms of this Reply, and that the representations made herein are true and correct to the best of the signatory's knowledge.

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