CONTRACT ATTORNEY AGREEMENT

THIS AGREEMENT made and entered into by and between PC Law Associates, LLC, 200
Fleet Street, Suite 6100, Pittsburgh, Pennsylvania 15220 (hereinafter referred to as "PC Law") and,
_______, Esq. doing business as an attorney (hereinafter referred to as "Contract Attorney").
WITNESSETH:
WHEREAS, PC Law wishes to engage Contract Attorney to perform services for certain of its
Clients, current and future (“Client” or “Clients”).
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as
follows:

1st
1. Term. Contract Attorney shall perform services under this Agreement as of this ________ day
August
of ________________, 20
20____ and his/her arrangement shall continue unless and until this
Agreement is terminated as hereinafter set forth.
2. Certification. PC Law will certify and register Contract Attorney to be eligible to perform
services for PC Law and each of its Clients where the Contract Attorney meets PC Law and
Client’s requirements. Accordingly, Contract Attorney shall:
2.1. Register with PC Law by providing all information necessary with respect to
professional qualifications and insurance coverage, including current licensing information.
2.2. Maintain and update contract attorney profile within ten (10) business days of any
profile changes, including but not limited to disciplinary inquiry.
2.3. Notify PC Law immediately of any Client or Borrower complaints or adverse
events during the scope of your involvement or affiliation with PC Law or its Clients.
2.4. Comply with all Client instructions, including but not limited to any special
instructions found in the closing confirmation.
2.5. Complete training or certification as required by practice or industry custom,
and/or as required by PC Law.
2.6. Notify PC Law immediately if any Client contacts you directly regarding
engagement or representation within the scope of this Agreement so that communications can be
maintained in an orderly fashion.
3. Duties and Extent of Service. During the term of this Agreement, Contract Attorney shall
perform such services for PC Law and the Clients as they may require. Contract Attorney shall follow
PC Law guidelines, including but not limited to: procedures for accepting closings; providing a
setting for closings where necessary and agreed to in advance; promptly responding to
communications from PC Law; maintaining strict Client confidentiality; and PC Law closing
instructions. Contract Attorney shall follow Client provided closing instructions, as Clients and PC
Law may require.

4. Assignability. PC Law reserves the right to assign this Agreement to any other entity, whether in
whole or in part. Any permitted assignee shall assume all assigned obligations of its assignor under the
Agreement. Independent Contractor shall not assign, whether voluntarily, by operation of law, or
otherwise, this Agreement without PC Law’s prior written consent.
5. Payment to Contract Attorney. In full consideration of the performance of services by
Contract Attorney, PC Law agrees to pay Contract Attorney as follows:
5.1. For “Attorney Closings,” see “Exhibit A” attached hereto and incorporated herein.
5.2. For other services, payment terms to be determined as needed and set forth in
attached Exhibit, which may be amended from time to time with notice in writing to Contract
Attorney.
6. PC Law to be Held Harmless. In consideration of the compensation paid to Contract
Attorney by PC Law, Contract Attorney agrees to hold harmless PC Law against all claims,
demands, suits, or costs, arising as a result of the negligent acts or omissions of Contract
Attorney, during the performance of any services provided by Contract Attorney. Contract
Attorney shall maintain professional liability insurance as set forth herein below.
7. Conflict of Interest. As a licensed attorney, Contract Attorney agrees to adhere to the ethical
rules of the profession and all relevant state specific ethical Rules. Contract Attorney also agrees to
perform a conflict check as to each matter on which he/she is engaged.
8. Confidentiality and Non-Disclosure. "Confidential Information" shall mean confidential or other
proprietary information received by Contract Attorney that is generated by or utilized in the operations
of PC Law, including without limitation, business and product plans, Clients lists, supplier/attorney
lists, fee structures, identification of strategic partners, methodologies and other confidential business
information, and including secret or other information even if such information becomes public
knowledge without any action by, or involvement of, Contract Attorney. Confidential information
shall also include any information about the PC Law’s Clients including any personal or private
information about any buyer, seller or borrower for whom PC Law may have or is scheduled to
conduct or facilitate a transaction (Client Confidential Information). Contract Attorney shall abide by
all so-called Data Privacy Laws enacted in Contract Attorney’s relevant practice jurisdiction(s).
Unless expressly authorized in writing by PC Law or required by law, Contract Attorney agrees
not to reveal any information relating to the services performed by Contract Attorney on behalf of
PC Law. Contract Attorney shall not disclose to any third party any proprietary or confidential
information regarding PC Law or its Clients, including but not limited to Client lists, profit
margins and/or billing rates.
Notwithstanding the foregoing, Contract Attorney is permitted to disclose Confidential
Information obtained under this Agreement to the extent required by a court-ordered disclosure or
an investigation by the State Bar or other authorized administrative agency subject to a subpoena
or in lieu of a subpoena; provided, that prior to making any disclosure of Confidential Information
required by law, Contract Attorney will notify PC Law of his or her intent to make such disclosure,
and PC Law will have the right to participate with Contract Attorney in determining the amount and
type of Confidential Information obtained under this Agreement, if any, which must be disclosed in
order to comply with applicable law. If Contract Attorney terminates this Agreement, Contract
Attorney will return all copies of any Confidential Information to PC Law.

Upon completion of the work assignment, Contract Attorney agrees to return all material
related, whether created by Contract Attorney or otherwise, to PC Law (or Client if otherwise
instructed) and Contract Attorney agrees not to photocopy, duplicate or otherwise record such
material on any other media, except that Contract Attorney may retain a copy of the settlement sheet
for his/her records. Notwithstanding the provisions of this Section, Contract Attorney may obtain from
PC Law access to any Client Confidential Information necessary to carry out or complete
representation of Client or to respond to a grievance, claim, or suit related to the services provided
under this Agreement (hereafter, “Access Provision.”)
8.1. Attorneys’ Obligation to Safeguard Client Information. Lawyers who provide
services to service providers are obligated to safeguard Client information, especially nonpublic
personal information. This obligation follows, first, from the role of lawyers as “service providers”
to banks. Lawyers who provide legal services to banks are “service providers.” Federal law, including
the Gramm-Leach-Bliley Act and a series of regulations, require banks to exercise oversight over each
and every service provider. Banks must enter into agreements with such entities to ensure that they
will be able to safeguard Client information. Second, the duty to safeguard Client information derives
from attorney professional codes of conduct and supporting common law sources. Third, state laws
require reporting of data breaches and proper disposal of Client information.
8.2. Legal Regulation of Financial Institutions. A bank or financial institution regulated
by the Gramm-Leach-Bliley Act must contractually bind lawyers who have access to protected data
to develop and maintain appropriate safeguards for this information. These safeguards may include
audits, summaries of test results, or other equivalent evaluations of a bank’s service providers.
8.3. Professional ethics. “Competent representation” and “confidentiality” are at the
foundation of the attorney-Client relationship. State rules of professional conduct, including Rule
1.6, direct that a lawyer shall make reasonable efforts to prevent the inadvertent or unauthorized
disclosure of, or unauthorized access to, information relating to the representation of a Client. It is
now commonly accepted in the legal profession that this duty applies to Client information in
computer and information systems.

9. Work Standards. Contract Attorney agrees that he shall not access, receive or use any of the
Client’s Confidential Information, except that which is necessary to complete the work assignment,
subject to the Access Provision language in Section 8 above.

10. Representations.
10.1. Contract Attorney represents that the information regarding Contract Attorney’s
experience, education and other qualifications provided to the Client and PC Law is true and
accurate.
10.2. Contract Attorney is not aware of any conflict of interest or other ethical concerns
with his engagement with PC Law or the Client. Further, Contract Attorney shall notify PC Law
o r the Client immediately upon knowledge of a possible conflict of interest or any other ethical
concern.
10.3. Contract Attorney shall maintain in good standing and at Contract Attorney's
expense a professional license that permits Contract Attorney to practice law in his/her practice
jurisdiction(s). Contract Attorney represents that he/she will maintain such professional license
throughout the term of this Agreement.
10.4. Contract Attorney maintains professional malpractice insurance coverage with limits
of liability of $______________ per occurrence and $______________ in the aggregate ( PC Law
requires a minimum of $250,000/$500,000). Contract Attorney represents that he/she will maintain
such professional malpractice coverage throughout the term of this Agreement.
10.5. Contract Attorney represents that he/she has not been disciplined by any state bars
in which he/she is licensed to practice or courts and that there are no grievances or other
matters pending before the state bars or courts against him/her. In the event any grievance,
complaint, or inquiry is made, Contract Attorney will immediately inform PC Law and will do so
before any response is made.
11. Termination. Contract Attorney may terminate this Agreement for any reason or no reason
whatsoever by providing one week’s (7 days) advance notice to PC Law. PC Law may terminate this
Agreement for any reason or no reason whatsoever by providing one (1) business day’s advance
notice to Contract Attorney. In the event that this Agreement is terminated, Contract Attorney shall
immediately deliver to PC Law any and all files, documents, materials or other property related to
any matter assigned, subject to the Access Provision in Section 8 above. Nothing herein is intended to
interfere with Contract Attorney’s ability to effectively represent Client.
12. No Minimum. The parties agree that PC Law does not guarantee a minimum amount of work
for Contract Attorney. The amount of work for Contract Attorney will be based solely on the needs of
PC Law’s Clients.
13. Requirements. Contract Attorney shall not directly communicate with PC Law’s Clients unless
directed and supervised by PC Law during the term of this Agreement.
14. Subsequent Services. In the event of termination of this Agreement, Contract Attorney shall not,
for a period of twelve (12) months, provide services for any Client, whether as a sole proprietor,
employee, contract attorney or in any other capacity as a lawyer or otherwise, unless Contract
Attorney's services are contracted through PC Law; however, any services performed for a Client for
which Contract Attorney has performed services for compensation during the six (6) month period
immediately preceding execution of this Contract Attorney Agreement and about which Contract
Attorney provides PC Law with demonstrable evidence of such prior performed services for
compensation within 7 days of termination of this agreement shall not be subject to the terms and
conditions set forth in this Paragraph 13 of Contract Attorney Agreement. Any Client for which
Contract Attorney does not perform services during the term of this Contract Attorney Agreement
shall not be subject to the terms of this Paragraph 13.

15. Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania, and any actions under this Agreement may be brought in any court
of competent jurisdiction within the Commonwealth of Pennsylvania.
16. Agreement Constitutes Entire Contract. This Agreement constitutes the entire Agreement
between the parties and supersedes all previous oral or written understandings or agreements
between Contract Attorney and PC Law. No contemporaneous agreements, conditions or limitations,
either written or oral, have been made or entered into, and there are no warranties, representations,
promises, or inducements made by either party to the other which is not contained herein.
16.1. No waiver or modification of any provision of this Agreement shall be effective
unless signed by both PC Law and Contract Attorney. This Agreement shall be governed by the laws
of the Commonwealth of Pennsylvania, excluding its conflicts of laws rules.
16.2. If any provision of this Agreement is or is deemed to be invalid, illegal or
unenforceable in any jurisdiction, such provision shall be deemed amended to conform to applicable
laws so as to be valid and enforceable and the remainder of this Agreement shall remain in full
force and effect.
16.3. The parties agree that a breach of this Agreement by Contract Attorney would
result in irreparable harm to PC Law. Accordingly, PC Law may enforce the terms of this
Agreement by injunction, specific performance, or other equitable relief without prejudice to PC
Law’s other rights and remedies under this Agreement.
16.4. The parties agree that, in the event that Contract Attorney’s Agreement with PC Law
is terminated for any reason, regardless of whether such termination is undertaken by PC Law or
Contract Attorney, Sections 5, 8, and 8.1 of this Agreement shall remain in full force and effect
after termination.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day of
August
______________, 20
20_____.

PC LAW ASSOCIATES, LLC: By:

CONTRACT ATTORNEY: By:

EIN: 85-1856224