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Document Number

such professional and specialized legal services.

bound, herebyagree as follows:

Contract.

Order hereunder and shall end on TERMINATION DATE, subject to theother provisionsof this

Contract.

Pennsylvania, including the Department, shall not be liableto paythe Law Firm for anyservicesor

work performed or expenses incurred before the issuance of the Purchase Order hereunder.

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extend the term of this Contract at anytime during the term of the Contract or anyrenewals or

extensions thereof pursuant to Paragraph 9 of this Contract.

approval and the issuance of the Purchase Orderhereunder shall be merged into and covered bythe

terms of this Contract.

performed during each billing period. Invoices shall be forwarded to the following contact and

address:

set forth in Appendix B of this Contract.

lodging, as described in Appendix C of this Contract.

reasonable amounts incurred in connection with performance of services under the Contract, as

described in Appendix C of this Contract.

as stated in the attached invoice have met all of the required standards setforth

in the Contract for Legal Services.

shall set out the Law Firm‘s federal employer identification number.

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Department fully informed as to the progress of all matters covered bythis Contract. The Law Firm

shall consult and cooperate with, and shall be responsible directlyto, the General Counsel, the

Department, and other officials as designated bythe General Counsel onall matters of strategyand

furnish the General Counsel with copies ofall correspondence and all court documents and briefs

prepared in connection with the services rendered under this Contract and such additional documents

as may be requested. Upon notification of its availabilitybythe General Counsel, the Law Firm

shall make all ofits work product prepared in connection withthe services rendered under this

Contract, and other parties’ pleadings, discovery, correspondence, and other relevant documents and

materials, available to the General Counsel via the OGC LawNet extranet in PDF or otherformat

acceptable to the General Counsel.

all or part of theinterest of the Law Firm in thisContract orin theworkcovered bythisContract is

the proposed assignmentis required, and maynot be withheld unreasonably. Notwithstanding the

foregoing, the Law Firmmay,with the prior written approval of the General Counsel, engage

experts in various fields related to the subject matter of this Contract to assist the Law Firm in the

performance of its services under this Contract. The hourlyrates, fees, or other compensation to be

paid to such experts shallalso be subject to the approval of the General Counsel. Approved

compensation of such experts, as incurred, shall be included in the Law Firm’s invoices presented

pursuant to the provisions of Paragraph 5 of thisContract, withoutaddition, surcharge, or increase

bythe Law Firm of the actual fees billed to the Law Firm bysuch experts. The terms and conditions

of this Contract including, butnot limited to, the provisions of Appendices C andD, shallapplyto

and bind the subcontractors or experts engaged as fullyand completelyas the Law Firm ishereby

without restriction or limitation and without additional compensation to the Law Firm and any

experts and the Law Firm and any experts shall have no right or interest therein.

such documents, data, and records shall, if requested bythe General Counsel or the Department, be

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appropriatelyarranged, indexed, and delivered to the General Counsel or the Department by the Law

Firm.

is directed by acourt or other tribunal of competent jurisdiction.

retain copies of documents delivered to the General Counsel or to the Department.

and the Law Firm may make modifications to this Contract at anytime during the term of the

Contract or anyrenewals or extensions thereof. Changes regarding contract length or total

reimbursement maybe accomplished bya letter of mutual consent signed bythe Department and the

Law Firm. All other changes to contract terms, including changes in the scope of work, mustbe

this Contract unless such conflicting representation has been fullydisclosed to and waived bythe

General Counsel. Any conflicting representation shall be promptlydisclosed to the General

Counsel. The General Counsel shall determine whether such conflict is cause fortermination ofthis

Contract. The process for obtaining conflict waivers is more fullydescribed in the Office of General

Counsel Conflict Waiver Procedure, which is attached as Appendix E of this Contract.

occurrence beyondthe controlof the Law Firm, it becomesimpossible for anyprincipal or

principals and, in particular, the principals assigned to this project, to render the services set forth in

this Contract, neithertheLaw Firmnor the surviving principals shall be relieved oftheirobligations

court, board,or tribunal before which theywillappear or practice onbehalf of the Commonwealth.

The Law Firm, subject to approval bythe General Counsel, mayobtain a subcontractor to act as co-

counsel where appearance bythe Department isrequired in a forum or jurisdiction where its

attorneys are notlicensed to practice,provided, however, that the firm’s use of the subcontractor in

that circumstance is subject to Paragraph 7of this Contract.

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Firm will act as an independent contractor and not as an employee or agent of the Commonwealth.

termination, but in no event shall the Law Firm be entitled to recover loss of profits.

Commonwealth fiscal year succeeding thecurrent fiscal year shall be subject to availabilityand

appropriation of funds. When funds (state and/or federal) are not appropriated orotherwise made

available tosupport continuationof performance in asubsequent fiscal yearperiod, the

Commonwealth shallhave the right to terminate thisContract. The Law Firm shall be reimbursed

for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the

supplies or services delivered under thisContract. Such reimbursement shallnot include lossof

profit, loss of use of money, or administrative or overhead costs. The reimbursement amount maybe

terminating the Contractfor cause, then, at the Commonwealth’s discretion, the Contract shall be

deemed to have been terminated for convenience under Subparagraph 14.a.

entire agreement between the parties.Termsused inappendices hereto shall have the same

meanings as are ascribed thereto in thisContract unless otherwise defined therein. No agent,

representative, employee, or officer of either the Commonwealth or the Law Firm has authorityto

make, or has made, anystatement, agreement,orrepresentation, oral or written, in connection with

the Contract, which in anywaycan be deemed to modify, add to, detract from, or otherwise change

or alter its terms and conditions. No negotiations between the parties, nor anycustom or usage, shall

nondiscrimination, sexual harassment, andequal employment opportunity, including the provisions

of the Nondiscrimination/Sexual Harassment Clause, which is attached hereto as AppendixFand

incorporated byreference.

which are attached hereto as Appendix G and incorporated by reference.

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Provisions, which are attached hereto as Appendix H and incorporated by reference.

to the extentthat the books, documents, and records relate to fees, costs, or pricing data for this

Contract. The Law Firm agrees to maintain records that will support the fees charged and costs

incurred for this Contract.

pricing data for this Contract for a period of three years from the date of final payment hereunder.

The Law Firm shall give full and free access to all records to the Commonwealth and/or its

authorized representatives.

are caused byor arise from injuries or damages sustained bysuch third parties resulting or arising

from anynegligent act or omission or intentionallywrongful act of theLaw Firm or anyof its

officers, agents, employees and/or representatives inrelation toprofessional services provided to the

Commonwealth bythe Law Firm under this Contract. This indemnityprovision shall not applyto

Claimsfor which payment is available under the Law Firm’s professional liabilityinsurance

policies.

in the amount usual and customaryfor firmsof its size and practice areas, subject to normal

deductibles, and covenants that it will maintain such coverage throughout its representation ofthe

mail, postage prepaid, return receipt requested,sent to the address set forth below or to such other

address as such party maydesignate by notice given pursuant to this section:

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with a copy to:

Any written notice to theLaw Firm under this Contract shall be deemed sufficient ifdelivered to the

Law Firm personally, orbyfacsimile, telecopy, electronic or digital transmission (provided such

deliveryis confirmed), or bya recognized overnight courier service (e.g., DHL, Federal Express,

etc.), with confirmed receipt, or by certified or registered United States mail, postage prepaid, return

receipt requested, sent to the address set forth below or tosuch other address as such partymay

designate by notice given pursuant to this section:

shall be final and conclusive unless, within 15 days after receipt of such written determination, the

Law Firm files a claim withthe Commonwealth Board of Claims. Pending a final judicial resolution

of a controversyor claim, the Law Firm shall proceeddiligentlywith the performance ofthis

Contract in a manner consistent with the interpretation of the General Counsel, and the

Commonwealth shall compensate the Law Firm pursuant to the terms of this Contract.

accordance with the laws of the Commonwealth of Pennsylvania (withoutregard to anyconflict of

laws provisions) and the decisions of the Pennsylvania courts. The Law Firm consents to the

jurisdiction of anycourt of the Commonwealth of Pennsylvania and anyfederal courts in

Purchase Order.

electronically-printed name of the purchaser represents the signature of that individual

who has the authority,on behalf of the Commonwealth andthe Department, to

authorize the Law Firm to proceed.

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electronic transmission or facsimile of a Purchase Order shall require

acknowledgement of receipt of the transmission by the Law Firm.

Order to be legally enforceable.

acknowledge its receipt. Anyorder which is issued electronically or via

facsimile shall not give rise to any obligation todeliver on the part of the Law

Firm, or any obligation to receive and payfordelivered products on the part of

the Department, unless and untilthe Department transmitting the orderhas

properly received an acknowledgment.

evidence on paper in anyjudicial, arbitration, mediation, or administrative

proceeding, willbeadmissible as betweenthe parties to thesameextent and

under thesameconditions as other businessrecords originated and maintained in

documentaryform. Neither partyshall contest the admissibilityof copies of

Purchase Orders or acknowledgements under either the business records

exception to the hearsayrule or the best evidence rule on the basis that the order

or acknowledgment were not in writing or signed by the parties.

Department of General Services Standard Termsand Conditions do notapplyto

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NAME OF DEPARTMENT/AGENCY, and NAME OF LAW FIRMhave caused this Contract

to be executed on the date and year first above written.

By: ______________________________ By:______________________________

NAME

Title: ____________________________ TITLE

Date: ____________________________ Date: ______________________________

Federal Employer ID #: __________________