Legal Plan Contract
This is a contract between us, Contractor Counsel LLC (sometimes referred to herein as “Plan Sponsor”) and you (sometimes referred to herein as “Plan Attorney”), under which, as set forth below, you agree to provide legal services to subscribers of the Prepaid legal plan (“Plan”) offered by Contractor Counsel LLC (sometimes referred to herein as “Plan Subscriber”). Plan Sponsor and Plan Attorney may sometimes be referred to herein as “Party” or “Parties.”)
1. Your Representations. You warrant and represent that:
- You are currently duly licensed to practice law in the State of Texas;
- You have disclosed to Plan Sponsor any disciplinary proceedings that you have been subject to in any jurisdiction; and
- You have disclosed to Plan Sponsor whether, within the last 10 years, you have been convicted of a felony or a crime involving moral turpitude.
DOCUMENT REVIEW - Consists of Plan Attorney’s review of up to ten (10) pages of a Plan Subscriber’s construction-related document and one telephonic discussion of same with the Plan Subscriber of no more than 30 minutes, and specifically excludes any written analysis of the subject document, the drafting of any revisions to that document, or the drafting of any further documents.
NEW LEGAL ISSUE - A legal question relating to a construction law issue about which Plan Subscriber has not previously asked Plan Attorney; advice pertaining to a construction project about which Plan Subscriber has not previously consulted with the Plan Attorney; or a legal issue for which Plan Subscriber has not previously retained any attorney.
3. Providing Legal Services to Legal Plan Subscribers. Through this Agreement, you agree to provide the following services to Plan Subscribers:
- Telephone consultations on an unlimited number of NEW LEGAL ISSUES. One call per issue, with each call limited to no more than 30 minutes.
- Up to 2 two-page attorney letters per month to help resolve a NEW LEGAL ISSUE.
- Contractor licensing review (Up to 10 pages, review and advice only, limit of 4 per year).
- Bonding & insurance policy (Review of up to 10 pages), limit of 2 per year.
- One DOCUMENT REVIEW per month.
- Servicing a Lien
- Responding to a lien that is recorded against a Plan Subscriber (via telephone call or letter only; does NOT include any court document);
- Review of Plan Subscriber’s lien prior to its recordation;
- Foreclosing a lien (advice only); and
- Recording a new lien (advice only)
- 25% off hourly or flat fee rate for work not covered under Plan with a continued membership with Contractor Counsel LLC in good standing.
- One Plan Attorney review per year of TrakLight report—a benefit included in Plan to help Plan Subscribers reduce business risk—or business efficiency.
4. Exclusions and Conflicts:
- Document review can be used only to review documents related to or connected with an adversarial proceeding. All representation in a matter in litigation is EXCLUDED.
- Legal pleadings, formal representation, and court filings and appearances are specifically excluded, and are subject to a separate arrangement between Member and Provider Attorney.
- Telephone consultations may NOT include discussion of any of the following:
- Tax-related matters
- Intellectual property matters
- Court fees and runner fees are NOT included in plan
- Personal or non-business/construction related services
- Acting as counsel in litigation
- The following items and matters are specifically PROHIBITED from the Legal Plan, and are not to be considered or treated as Plan Benefits. You cannot obtain legal help through the Legal Plan for any of the following:
- Any lawsuit or legal action that directly or indirectly involves Contractor Counsel, or any of its affiliates, directors, agents, or employees;
- Any lawsuit or legal action by a Plan Member that directly or indirectly involves any other Plan Member in any Plan Group;
- Any matter involving the laws of jurisdictions outside of the United States or its subdivisions;
- Any matter that, in the Plan Attorney’s opinion, is frivolous in nature or objective;
- Any case matter or requested service that is determined by the Plan Attorney to lack sufficient merit to warrant pursuit, or that the Plan Attorney decides has been raised an inordinate or unreasonable number of times without a change in circumstances; or
- Any matter resulting in violation(s) of the law, constituting illegal activity, furthering illegal activity, and/or tantamount to harassment.
- The following items and matters are specifically EXCLUDED from the Legal Plan; provided, however, that a Plan Attorney may, AT HIS OR HER SOLE DISCRETION AND RISK, disregard one or any of these exclusions.
- Any lawsuit or legal action that directly or indirectly involves any Plan Attorney providing legal services;
- Any lawsuit or legal action that resulted in the prior recruitment or retention by the Plan Member of another attorney;
- Any appeal to an appellate court (i.e., not a trial court).
AT ALL TIMES Plan Attorney will exercise independent professional judgement, but some form resources may be available to Plan Attorneys in order to create a good Plan Subscriber experience. Plan Subscriber to designate one contact from its business. Plan Attorney will have no obligation to discuss any issue with anyone other than the Plan Subscriber’s designated individual.
5. Fees and Payments.
- Attorney Fees. Fees for attorney services provided pursuant to a Legal Plan subscription shall be paid directly to the Plan Attorneys. Plan Attorneys are not employees or agents of Contractor Counsel, and have no financial obligation to Contractor Counsel.
- For each Plan Subscriber assigned to you, you will receive $3 per month.
6. Attorney-Client Relationship with Plan Subscribers. At all times when acting on behalf of, providing services to, or communicating with a Plan Subscriber, you agree that you will stand in an attorney-client relationship with the Plan Subscriber, and that you will owe that Plan Subscriber all the duties, responsibilities and obligations that arise from this attorney-client relationship.
7. Exercise of Professional Judgment. You are obligated at all times to exercise your independent professional judgment in assessing, offering, or refraining from offering, legal services to Plan Subscribers. Other than purely administrative matters such as scheduling consultations, Plan Sponsor will not place any conditions, restrictions or controls on how you perform legal services, and Plan Sponsor will never prevent or seek to prevent you from exercising your independent professional judgment.
8. Ensure that All Matters are Within Your Area of Professional Competence. For each legal matter that you handle, including but not limited to, telephone consultations and DOCUMENT REVIEW, you must make an independent assessment that you have the professional competence to provide legal services regarding that matter.
Contractor Counsel LLC will never:
- Require you to take on a matter that is outside your area of professional competence;
- Penalize you or subject you to any negative consequences for abstaining from taking on a matter for which you, in good faith, believe you do not have professional competence; or
- Penalize you for communicating to the Plan Subscriber that he or she would be better served by seeking other legal counsel provided that, in the event you decide not to take on a matter, subject to the requirements imposed by the attorney-client privilege, you promptly inform Contractor Counsel LLC of your decision.
9. Independent Contractor Status. You are entering into this Agreement as an INDEPENDENT CONTRACTOR. Nothing in this Agreement is intended to create an employment relationship between you and Plan Sponsor.
10. No Guarantees Regarding Nature of Matters Presented. Plan Sponsor makes no guarantees, representations or promises to you regarding the quantity, quality, or nature of the legal matters referred to you through the Plan Sponsor Legal Plan.
11. Indemnification. You are solely responsible for the legal services that you provide to Plan Subscribers. You agree to defend, indemnify, and hold Plan Sponsor harmless from any and all liability or alleged liability that may arise out of your acts or omissions in the performance of the services and the carrying out of your obligations under the terms and provisions of this Agreement. Plan Sponsor is solely responsible for its contractual relationships with its Plan Subscribers. Plan Sponsor shall defend, indemnify and hold Plan Attorney harmless from any and all liability or alleged liability that may arise out of such contractual relationships. “Liability” includes, without limitation, any and all costs and expenses incurred, including reasonable attorney’s fees and court costs. “Alleged Liability” includes any and all claims and demands. You are entirely responsible for deciding whether to obtain professional liability insurance and/or errors and omissions coverage.
12. Cooperating in Resolving Plan Subscriber Complaints. You agree that, if Plan Sponsor receives a complaint from a Plan Subscriber concerning or relating to you, or concerning or relating to services offered by you, that you will cooperate fully with Plan Sponsor in investigating and resolving the complaint subject to the requirements of attorneyclient privilege.
13. Compliance with Applicable Rules of Professional Conduct. Nothing in this Agreement is intended to avoid or replace the disciplinary jurisdiction of your State Bar or other applicable disciplinary body in the State (or States) in which you are licensed. You agree that you will, at all times, comply with all applicable rules of professional conduct and professional responsibilities.
14. Access to Proprietary Information, Technology, and Materials. Each Party acknowledges and agrees that the other has developed certain information, technology, and materials, including, but not limited to, lists of Plan Subscribers; systems, forms and procedures; and software and related technologies, all of which are highly confidential and proprietary. Each Party further agrees not to disclose or use this highly confidential and proprietary material except in furtherance of this Agreement and as permitted under this Agreement. In addition, Plan Sponsor shall not refer to, or identify, Plan Attorney in any of its advertising, marketing or promotional materials, or in any communication of any nature other than one in which an existing Plan Subscriber is given Plan Attorney’s contact information.
15. Arbitration. In the event of a dispute, you and Plan Sponsor agree to submit the matter to arbitration to be conducted in Los Angeles, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The results of any arbitration shall be binding on both Parties, and judgment upon the award given by the arbitration may be entered in any court of competent jurisdiction.
16. Malpractice Insurance. Each Provider Attorney must submit a letter of good standing from their practicing BAR and proof of malpractice insurance. Per Texas law, you must carry malpractice insurance of at least $100,000 per incident and $300,000 aggregate.
17. Termination. Contractor Counsel may, at any time and for any reason, without disclosing the reason to the Plan Attorney, terminate this Agreement. In the event this agreement is terminated, the Plan Attorney agrees to cooperate with Contractor Counsel in the transition of any Subscriber(s) to a new Plan Attorney. The Plan Attorney agrees to finish any representation of any Plan Subscriber for those legal matters in which the Plan Attorney has commenced representation.
18. Severability. If any provision of this Agreement is held to be invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.
19. Entire Agreement. This Agreement constitutes the entire agreement between you and Plan Sponsor, and supersedes all prior or contemporaneous agreements, representations, and understandings, written or oral. This Agreement may not be modified or amended except in writing signed by both you and Plan Sponsor.