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CONTRACTUAL AGREEMENT

FOR LEGAL SERVICES

THIS AGREEMENT made and entered into this the day of , 20__, by and between the (agency name)

an agency of the State of Mississippi, and (specific attorney(s) and/or law firm, as the case may be) at (address) ,

for the performance of legal services of attorneys and employees of said law firm, hereinafter individually and collectively

referred to as (Attorney) and/or (Law Firm as the case may be) .

WITNESSETH:

In consideration of the mutual covenants contained herein, and subect to the terms and conditions hereinafter stated, it is

hereby understood and agreed by the parties hereto as follows!

I. SCOPE OF SERVICES:"he (Attorney and/or Law Firm) will review relevant documents, meet with any and allofficials, witnesses, and representatives as deemed necessary for representation of (agency or individual named inlitigation

# regarding the case of (style of case) . "he (Attorney and/or Law Firm) will copy the $ttorney%eneral&s designee(s# with all correspondence during the term of this $greement, including, but not limited to,dispositive motions'pleadings and memoranda in support thereof. (For non-litigation att!r"# no $a"! "t%l! i"n!!&!&. T'i" aragra' a% )! alt!r!& a" n!!&!& to &!"$ri)! "!r*i$!" to )! ro*i&!&+.

"he (Attorney and/or Law Firm) shall prepare all necessary court documents as authoried by the $ttorney %eneralto preserve the interests of the ta)payers and State of Mississippi.

II. PERIO, OF PERFORMANCE:"he term of this $greement shall commence on (effective date of contract)and shall e)pire on (termination date of contract) .

III. COOR,INATION OF SERVICES:"he (Attorney and/or Law Firm) shall coordinate the performance of theservices to be provided hereunder through counsel for (agency name) and through the *ffice of the $ttorney%eneral and consult with them on specific courses of action which should be pursued.

IV. RELATIONSHIP OF PARTIES:It is e)pressly understood and agreed that (Attorney and/or Law Firm) is anindependent contractor and that the purchase of legal services is not based on an employer+employee relationship.

V. SPECIFIC ATTORNES:"he $ttorney and'or aw firm shall utilie its staff and attorneys to perform the services

re-uired by this $greement. (I aroriat! in a arti$/lar $a"!# na! t'! arti$/lar attorn!%" to )! /"!&.+

VI. PAMENT TERMS: $s full and complete compensation for the services to be provided hereunder, the(agency name) will pay the (Attorney and/or Law Firm) at the rates listed below!

per hour blended rate for time e)pended by attorneys. per hour for time e)pended by paralegals.(Ma% )! &i!r!nt 'o/rl% rat!" or artn!r"# a""o$iat!"# !t$.0 )l!n&!& rat!i" not r!1/ir!&+

"he total amount of this contract shall not e)ceed (total contract maim!m) , unless agreed and approved inwriting by (agency name) , the *ffice of the $ttorney %eneral, and the Mississippi State /ersonnel oard.

1ach month, (Attorney and/or Law Firm) shall submit to the *ffice of the $ttorney %eneral and to counsel for(agency name) an invoice for payment of attorneys& fees and all authoried e)penses, which shall be paidfollowing approval by the *ffice of the $ttorney %eneral and counsel for (agency name) .

VII. AVAILA2ILIT OF FUN,S! It is e)pressly understood and agreed that the obligation of the (agency name)to proceed under this $greement is conditioned upon the appropriation of funds by the Mississippi State egislatureand the receipt of state and'or federal funds. If the funds anticipated for the continuing fulfillment of the $greementare, at any time, not forthcoming or insufficient, either through the failure of the federal government to provide fundsor of the State of Mississippi to appropriate funds or the discontinuance or material alteration of the program underwhich funds were provided or if funds are not otherwise available to the (agency name) , the (agencyname) shall have the right upon ten (0# wor3ing days written notice to the contractor to terminate this $greementwithout damage, penalty, cost or e)penses to the (agency name) of any 3ind whatsoever. "he effective date oftermination shall be as specified in the notice of termination.

VIII. E3UAL OPPORTUNIT: In connection with the performance of wor3 under this contractual $greement,(Attorney and/or Law Firm) agrees not to discriminate in any manner whatsoever, including, but not limited to,hiring, termination'discharge, promotion'demotion, or other terms and condition of employment against any personotherwise -ualified because of race, creed, color, religion, se), age, national origin, disability, ancestry or politicalaffiliation.

I4. NON-ASSIGNMENT AN, SU2CONTRACTING: "he (agency name) will not be independentlyobligated or liable under this $greement to any party other than the (Attorney and/or Law Firm) named herein.Said (Attorney and/or Law Firm) understands and agrees that it shall not assign, transfer, delegate or subcontractwith respect to any of its rights, benefits, obligations, interests or duties under this $greement without the priorwritten consent of the *ffice of the $ttorney %eneral.

4. SEVERA2ILIT! It is understood and agreed by the parties hereto that if any part, term or provision of this$greement is by the courts or other udicial body held to be illegal or in conflict with any law of the State ofMississippi, the validity of the remaining portions or provisions shall not be affected and the obligations of the partiesshall be construed in full force as if the $greement did not contain that particular part, term, or provision held to beinvalid.

4I. MO,IFICATION OR AMEN,MENT: Modifications or amendments to this $greement may be made upon

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mutual $greement of the parties, in writing signed by the parties hereto and approved as re-uired by law.

4II. TERMINATION:$ny party may terminate this $greement at any time, with or without cause, by giving writtennotice to the other parties of such termination and specifying the effective date thereof, at least thirty (40# days beforethe effective date of such termination. In the event of such termination, (Attorney and/or Law Firm) shall beentitled to receive ust and e-uitable compensation for any specific services completed in a satisfactory manner priorto the date of termination.

4III. NON-WAIVER OF 2REACH! 5o assent, e)pressed or implied, by the parties hereto to the breach of theconditions of this $greement shall be deemed or ta3en to be a waiver of any succeeding breach of the same or anyother provision or condition and shall not be construed to be a modification of the terms of the $greement.

4IV. APPLICA2LE LAW: "he $greement shall be governed by and construed in accordance with the laws of the Stateof Mississippi, e)cluding its conflicts of laws provisions, and any litigation with respect thereto shall be brought inthe courts of the State of Mississippi. "he $greement shall comply with applicable federal, state and local laws andregulations.

4V. COMPLIANCE WITH MISSISSIPPI EMPLOMENT PROTECTION ACT (MEPA+: (Attorneyand/or Law Firm) represents and warrants that it will ensure its compliance with the Mississippi 1mployment/rotection $ct (Senate ill 2677 from the 2007 8egular egislative Session# and will register and participate in thestatus verification system for all newly hired employees. "he term 9employee: as used herein means any person thatis hired to perform wor3 within the State of Mississippi. $s used herein, 9status verification system: means theIllegal Immigration 8eform and Immigration 8esponsibility $ct of 66; that is operated by the omeland Security, also 3nown as the 1+?erify /rogram, or any other successor electronic verificationsystem replacing the 1+?erify /rogram. (Attorney and/or Law Firm) agrees to maintain records of suchcompliance and, upon re-uest of the State of Mississippi and approval of the Social Security $dministration or=epartment of >omeland Security, where re-uired, to provide a copy of each such verification to the State.(Attorney and/or Law Firm) further represents and warrants that any person assigned to perform serviceshereunder meets the employment eligibility re-uirements of all immigration laws of the State of Mississippi.$ttorney' aw @irm understands and agrees that any breach of these warranties may subect (Attorney and/or Law

Firm) to the following! (a# termination of this $greement and ineligibility for any state or public contract inMississippi for up to three (4# years, with notice of such cancellation'termination being made public, or (b# the loss ofany license, permit, certification or other document granted to (Attorney and/or Law Firm) by an agency,department or governmental entity for the right to do business in Mississippi for up to one (# year, or (c# both. Inthe event of such termination'cancellation, (Attorney and/or Law Firm) would also be liable for any additionalcosts incurred by the State due to contract cancellation or loss of license or permit.

IN WITNESS WHEREOF#the parties have e)ecuted this $greement to be effective as of (effective date of contract)

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