Pre-Filing Agreement

PRE-FILING AGREEMENT

This Pre-Filing Agreement ("Agreement") is entered into as of , by and between Client Name: (Client), and Representative Name: (Representative). Client and Representative are referred to collectively as the Parties.

RECITALS

WHEREAS, Client seeks to investigate and pursue certain claims or filings (the "Matter") potentially requiring preparation of pleadings, administrative filings, or pre-filing notices;

WHEREAS, Representative possesses experience and expertise in pre-filing investigation and preparation of pre-filing documentation and has agreed to perform specified pre-filing services on the terms set forth herein;

WHEREAS, the Parties desire to set forth their respective rights, obligations, and allocation of costs prior to any formal filing or court submission.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Pre-Filing Services" means all investigative, drafting, factual development, document collection, legal research and related work undertaken by Representative prior to the formal filing of a claim or action; "Costs" means all out-of-pocket expenses incurred by Representative in connection with the Pre-Filing Services, including but not limited to filing fees, service of process, courier fees, expert fees, deposition costs, and court reporter fees.

2. SCOPE OF PRE-FILING SERVICES

Representative shall perform Pre-Filing Services as requested and authorized in writing by Client, which may include: factual investigation, drafting of pre-filing pleadings or notices, preparation of exhibits and supporting documentation, communications with potential witnesses, and other preparatory actions reasonably necessary to evaluate or prepare the Matter for filing.

3. FEES, RETAINER AND EXPENSES

Client agrees to pay Representative for Pre-Filing Services as follows. Representative's hourly rate(s), if applicable, and any flat fees for discrete pre-filing deliverables shall be agreed in writing. Client shall also pay or reimburse Representative for all Costs reasonably incurred in connection with the Pre-Filing Services.

Client shall be responsible for Costs incurred prior to filing and shall reimburse Representative within thirty (30) days of invoicing. In the event Client fails to timely reimburse Costs, Representative may suspend performance of Pre-Filing Services until payment is made.

4. CLIENT COOPERATION

Client shall provide full, truthful and timely cooperation, including access to documents, witnesses, and other information reasonably requested by Representative. Client represents that all documents and information provided are accurate to the best of Client's knowledge and that Client will not willfully withhold material facts relevant to the Matter.

5. CONFIDENTIALITY

Except as required by law or as necessary to perform Pre-Filing Services, Representative shall keep confidential all non-public information received from Client. Notwithstanding the foregoing, confidentiality shall not apply to information that (a) was known to Representative prior to disclosure by Client without breach of an obligation of confidentiality, (b) is or becomes public through no fault of Representative, or (c) is independently developed by Representative without reference to Client's confidential information.

6. NO GUARANTEE OF OUTCOME

Representative does not guarantee any particular outcome, including the filing of a claim, successful resolution, settlement, or award. Any estimates of time, cost, or likelihood of success provided by Representative are expressions of opinion only and are not guarantees.

7. DOCUMENT RETENTION

Representative shall retain documents created in connection with the Pre-Filing Services in accordance with Representative's document retention policies. Client may request copies of Client's files; Representative may charge reasonable copying and retrieval fees. Upon termination, Representative may, after reasonable notice, destroy inactive files in accordance with customary practice.

8. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until the earliest of: (a) the filing of the relevant claim or action by Representative on Client's behalf; (b) termination by either Party upon ten (10) days' written notice; or (c) mutual written agreement of the Parties. Termination shall not relieve Client of obligations to pay for Pre-Filing Services rendered and Costs incurred prior to termination.

9. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and perform its obligations hereunder and that entering into this Agreement will not violate any other agreement to which such Party is bound.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

Client shall indemnify and hold Representative harmless from and against any and all losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement, wilful misconduct, or misrepresentation. Except for gross negligence or willful misconduct, Representative's liability under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client for Pre-Filing Services under this Agreement; in no event shall Representative be liable for special, consequential, incidental or punitive damages.

11. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

12. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both Parties. No failure or delay by either Party to exercise any right hereunder shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or the exercise of any other right.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument.

15. MISCELLANEOUS

All obligations and rights set forth in this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Client may not assign this Agreement without Representative's prior written consent. Representative may assign its billing and collection rights.

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