Pro Bono Service Contract

PRO BONO SERVICE CONTRACT

This Pro Bono Service Contract (the Agreement) is made effective as of Effective Date: by and between:

Provider Name:    Provider Address:

Client Name:    Client Address:

RECITALS

WHEREAS, Provider represents that Provider has the professional qualifications, experience, and ability to provide the legal and advisory services described in this Agreement and is willing to provide such services on a pro bono basis to advance Client's legitimate interests;

WHEREAS, Client seeks the benefit of Provider's professional services and agrees to cooperate and provide truthful and timely information necessary for Provider to render those services;

WHEREAS, the parties desire to set forth their mutual understanding with respect to the scope of the pro bono services, terms of engagement, confidentiality, and other material provisions.

SCOPE OF SERVICES

Provider shall perform the services described below for Client. Provider's obligations are limited to the specific tasks set forth; any services outside this scope require written amendment.

PAYMENT TERMS

The parties acknowledge and agree that the services described herein are being provided on a pro bono basis. The following terms govern any limited payments or reimbursements:

Reimbursable expenses: Provider may be reimbursed for reasonable out-of-pocket expenses reasonably necessary to provide services (e.g., filing fees, courier costs). Such expenses shall be documented and submitted to Client for reimbursement. Reimbursement is subject to Client approval when required by applicable pro bono policies.

TERM AND TERMINATION

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for cause upon material breach by the other party if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Provider may terminate immediately if continued representation would result in a conflict of interest or violation of applicable professional rules. Upon termination, Client will remain responsible for reimbursing any approved expenses incurred prior to termination, unless otherwise expressly waived in writing.

CONFIDENTIALITY

Provider agrees to maintain the confidentiality of all nonpublic information obtained from Client in connection with the services, except as authorized by Client or required by law. Confidential information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) was known to Provider prior to receipt from Client, as evidenced by contemporaneous written records.

Upon termination or conclusion of services, Provider shall return or, if requested by Client, destroy all confidential documents and materials supplied by Client, except that Provider may retain one copy of Client files to comply with professional recordkeeping obligations, subject to continued confidentiality.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any modification or amendment must be in writing and signed by both parties.

LIMITATION OF LIABILITY; INDEMNIFICATION

Provider's liability to Client for claims arising out of or relating to this Agreement shall be limited to direct damages and shall not include consequential, incidental, special, or punitive damages. Client agrees to indemnify and hold Provider harmless from third-party claims to the extent arising from Client's acts or omissions, except to the extent caused by Provider's gross negligence or willful misconduct.

NOTICE

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by personal delivery, courier, or certified mail, return receipt requested, or by electronic mail where receipt is acknowledged in writing.

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