Referral Agreement Terms and Service

MUTUAL MARKETING REFERRAL AGREEMENT

This Mutual Marketing Referral Agreement (“Agreement”) is entered into as of DATE (the “Effective Date”), by and between:

Lex Tecnica, LTD D/B/A Carma Legal, an Arizona corporation (“Firm”); and

REFERRAL PARTNER NAME (“Partner”).

The Firm and the Partner are each a “Party” and together the “Parties”.

WHEREAS, the Firm is a personal injury law firm providing legal services to clients in Arizona; and

WHEREAS, the Parties desire to display each other’s marketing materials, refer prospective clients to one another, and otherwise cooperate on a reciprocal basis on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the Parties agree as follows:

1. Definitions
   
   1. “Materials” means business cards, brochures, flyers, posters, and other printed or digital marketing content provided by the Firm to the Partner for display at the Partner’s business location.
   2. “Referral” means a prospective client who contacts the Firm and identifies the Partner as the source of the referral.
   3. “Retained Client” means a prospective client who, following a Referral by the Partner, signs the Firm’s engagement agreement and for whom the Firm opens an active matter file.
2. Relationship of the Parties
   
   1. The Partner is an independent contractor of the Firm. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship. The Partner has no authority to bind the Firm, accept matters on the Firm’s behalf, or make any representations regarding the Firm’s services, qualifications, fees, or outcomes.
   2. This Agreement is non-exclusive. Each Party may enter into similar marketing or referral arrangements with any other business, entity, or person without restriction.
   3. Each Party retains sole discretion to accept or decline any prospective client referred by the other Party, and to determine the manner and scope of any representation it undertakes.
3. Marketing Activities
   
   1. Each Party agrees to refer prospective clients to the other Party when, in its good-faith judgment, the prospective client’s needs fall within the other Party’s area of practice or service and such referral is in the prospective client’s best interest. The Firm shall also refer prospective clients to the Partner when the Firm reasonably believes the Partner’s services may benefit the client. The Partner shall display and distribute Firm-provided Materials at the Partner’s business location located at ADDRESS (the “Location”). The Partner may include a link to the Firm’s website on the Partner’s own website solely to identify the Firm as a resource for personal injury legal services, subject to the Firm’s prior written approval.
   2. The Partner shall use only Materials provided or approved in writing by the Firm. The Partner shall not alter, modify, or supplement any Materials without prior written consent from the Firm.
   3. The Partner shall not: (a) engage in live person-to-person solicitation—including in-person pitches, telephone calls, or real-time electronic communication—directed at a specific individual the Partner knows or reasonably should know needs legal services in a particular matter; (b) make any representation regarding the Firm’s qualifications, case outcomes, or fee arrangements; (c) create or permit any impression that an attorney-client relationship exists between a prospective client and the Firm or the Partner; or (d) collect, retain, sell, or share any prospective client’s personal information for any purpose other than facilitating a Referral to the Firm.
   4. Passive display of Materials—including posting signage, placing business cards at a counter, and distributing brochures to persons who inquire or request information—is permitted and does not constitute prohibited solicitation under Section 3.3.
   5. The Partner shall document and retain records of its marketing activities under this Agreement, including the content and placement of Materials and any communications directed to identifiable individuals, for not less than three (3) years from the date of the activity.
4. Client Disclosures
   
   1. For each Retained Client, the referring Party shall: (a) confirm in writing that no attorney-client relationship exists between the Retained Client and the other Party with respect to the referred matter; (b) advise the client in writing that the client may retain any attorney of their choosing and should evaluate other attorneys before deciding; and (c) obtain any client acknowledgment or consent required by applicable rules of professional conduct.
   2. Nothing in this Agreement creates an attorney-client relationship between the Partner and any prospective or Retained Client. The Firm shall conduct a conflict-of-interest check before accepting any Referral and shall decline any prospective client whose representation would conflict with the Firm’s obligations to a current client.
5. Confidentiality
   
   1. Each Party shall hold in strict confidence all non-public information received from the other Party or from prospective or Retained Clients (“Confidential Information”), and shall not use or disclose such information except as necessary to perform its obligations under this Agreement or as required by law.
   2. The Partner shall not use, retain, sell, or disclose any information concerning a prospective or Retained Client for any purpose other than facilitating a Referral to the Firm. The Partner shall implement reasonable technical and organizational measures to protect such information from unauthorized access or disclosure.
   3. The existence and terms of this Agreement are Confidential Information. Neither Party shall disclose the existence of this referral arrangement, the amount or structure of the Fee, or any other term of this Agreement to any third party without the prior written consent of the other Party, except as required by law or as necessary to make required disclosures to Retained Clients under Section 5.
6. Term and Termination
   
   1. This Agreement commences on the Effective Date and continues for one (1) year, renewing automatically for successive one-year terms unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term (the “Term”).
   2. Either Party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to the other Party.
   3. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within ten (10) days of written notice thereof; or (b) engages in conduct the terminating Party reasonably determines poses legal, regulatory, or reputational risk.
   4. Within fifteen (15) days of termination, each Party shall remove and return or destroy all Materials belonging to the other Party in its possession.

1. Indemnification and Limitation of Liability
   
   1. The Partner shall indemnify, defend, and hold harmless the Firm and its attorneys, officers, and employees from and against any claims, liabilities, fines, or penalties arising from: (a) the Partner’s marketing or solicitation activities; (b) the Partner’s breach of its obligations under this Agreement; or (c) the Partner’s violation of applicable law.
   2. The Firm shall indemnify, defend, and hold harmless the Partner from and against any claims arising solely and directly from the Firm’s provision of legal services to Retained Clients.
   3. EXCEPT FOR BREACHES OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM.
2. General Provisions
   
   1. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Arizona, without regard to conflict-of-law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona for resolution of any dispute arising under this Agreement.
   2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, warranties, and agreements, whether written or oral. In the event of any conflict or ambiguity between this Agreement and any other document, communication, or course of dealing, this Agreement controls.
   3. Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.
   4. Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right.
   5. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
   6. Notices. All notices required or permitted under this Agreement shall be in writing and delivered by email with read receipt or by overnight courier to the addresses set forth in the signature block below, or such other address as a Party designates by written notice.
   7. Counterparts. This Agreement may be executed in counterparts, including electronically, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
   8. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein confers any rights or remedies on any third party, including any prospective or Retained Client.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.