Priority Network Attorney Agreement

ORDP Priority Network Attorney Agreement

This ORDP Priority Network Attorney Subscription Agreement (“Agreement”) is made effective as of the date above, by and between Multi Service Technology Solutions, Inc., a Florida corporation with its principal place of business at 8650 College Boulevard, Overland Park, Kansas 66210 (“MSTS”), and the applicant attorney (the “Priority Network Attorney”).

Intending to be legally bound, the parties hereby agree as follows:

  1. DEFINITIONS.

1.1.             “Attorney Portal” means the online platform through which attorneys in the Network are connected with Members.

1.2.             “Covered Violation” means Covered Violation as defined in the Open Road Drivers Plan General Terms and Conditions for Enrolled Drivers available on MSTS’s website, as amended from time to time (the “Driver’s Agreement”), which is accessible at https://www.protectmycdl.com/.

1.3.             “Designated Area” or “Designated Areas” means the area that Priority Network Attorney is willing to provide legal services to Members as designated in the Priority Network Attorney’s profile on the Attorney Portal.

1.4.             “Excluded Violation” means Excluded Violation as defined in the Driver’s Agreement.

1.5.             “Eligible Excluded Violation” means Excluded Violations and Pre-Existing Violations, as defined in the Driver’s Agreement, that may be referred to attorneys in the Network in accordance with the terms of the Driver’s Agreement.

1.6.             “Member” or “Members” means an individual(s) enrolled in the ORDP.

1.7.             “Network” means that group of attorneys that MSTS may connect with Members to provide legal services for Covered Violations and Eligible Excluded Violations.

1.8.             “ORDP” means the Open Road Drivers Plan® owned and operated by MSTS.

1.9.             “Priority Access” means the initial notification through the Attorney Portal of a Member’s Covered Violation or Eligible Excluded Violation provided two hours prior to other attorneys in the Network who have not paid a Directory Fee, as defined in Section 3.6.  Priority Access is not available for attorneys in all states.

  1. MSTS OBLIGATIONS.

2.1.             Description of ORDP.  Through ORDP, MSTS connects Members seeking legal services with attorneys in the Network and pays for Members’ fees for legal services in an amount not to exceed $5,000 per Covered Violation.  All courts costs and fines and penalties are the responsibility of Members and not MSTS.  MSTS conducts the connection process as follows: (1) MSTS receives a submission of a ticket or other legal issue from a Member; (2) MSTS sends a notification to attorneys in its Network in the relevant jurisdiction through the Attorney Portal; (3) any attorney in the Network may respond through the Attorney Portal that he or she is able and willing to represent the Member (the first to respond being the “Initial Attorney”); (4) MSTS provides information from its Attorney Portal about the Initial Attorney to the Member; (5) if the Member notifies MSTS that the Member is interested in seeking legal services from the Initial Attorney, MSTS provides the Initial Attorney the Member’s contact information and a copy of the ticket, citation, or other legal documentation provided to MSTS by the Member; (6) if the Member does not wish to seek representation from the Initial Attorney or the representation does not occur for some reason, MSTS will send a new notification to attorneys in its Network and begin the process again.

2.2.             Services.  During the Term of this Agreement, MSTS shall provide the following services to the Priority Network Attorney (the “Services”):

(a)                 include Priority Network Attorney in its Network;

(b)                 administer and maintain the Network; and

(c)                 provide Priority Network Attorney Priority Access.

2.3.             Interference.  MSTS shall not interfere with or control the performance of the duties of the Priority Network Attorney to the Member.

2.4.             Representation of Other Persons.  Priority Network Attorney is free to provide legal services to other persons than a Member and to otherwise conduct his or her law practice without the interference or control of MSTS.

2.5.             No Representations or Warranties.  MSTS makes no representations or warranties, express or implied, with respect to the Services to be provided by it under this Agreement, including, but not limited to, the ability of the Attorney to enter into a relationship with any individual member of ORDP or generate a certain amount of fees from members of ORDP, and all such representations and warranties are hereby expressly disclaimed.

  1. PRIORITY NETWORK ATTORNEY OBLIGATIONS.

3.1.             ORDP Attorney Portal.  To access attorney-only information and services on the Attorney Portal, Priority Network Attorney will need to create login credentials which include a username and password.  Priority Network Attorney is responsible for keeping his or her username and password safe and confidential and ensuring that only authorized personnel have access to the Priority Network Attorney’s login credentials.

3.2.             Priority Network Attorney Information.

(a)                 Priority Network Attorney shall provide the information necessary to complete his or her ORDP profile on the Attorney Portal so that provides accurate information about the Priority Network Attorney, the legal matters that he or she will accept, and the Priority Network Attorney’s Designated Areas.

(b)                 Priority Network Attorney shall immediately notify MSTS by updating his or her ORDP profile of any change to (1) the Priority Network Attorney’s contact information, including address, telephone number, e-mail address; (2) the legal matters the Priority Network Attorney is willing to accept; and (3) the Priority Network Attorney’s Designated Areas.

3.3.             Representation of Members.  Priority Network Attorney acknowledges and agrees that he or she is responsible for conducting his or her own intake procedures and conflicts checks and entering into a separate legal services agreement with a Member that requests services or who is referred to him or her.  Priority Network Attorney shall not propose or enter into any fee agreement with a Member which conflicts with this Agreement.  All attorney-client relationships created as a result of the Priority Network Attorney’s participation in the Network will be between the Priority Network Attorney and the Member; MSTS will not be deemed a client of the Priority Network Attorney.  If Priority Network Attorney declines to provide services or commences an attorney-client relationship but later withdraws from representation of a Member, Priority Network Attorney shall promptly notify MSTS of the rejection or withdrawal and direct the Member to contact MSTS regarding further eligibility for services under ORDP.  Priority Network Attorney will not withdraw from representation of a Member until he or she has taken reasonable steps to avoid prejudice to the rights of the Member, will allow time for employment of other counsel, deliver all papers and property to the Member that the Member is entitled to receive, and comply with all applicable laws and rules.

3.4.             Records and Payment of Fees.

(a)                 Priority Network Attorney shall keep accurate and current books and records regarding each Member advised or represented, the subject of advice given or representation offered, the amount of time spent in providing advice or representation, the disposition of the matter, and any charges made to the Member for legal services.  Priority Network Attorney shall make such books and records available to MSTS at reasonable times upon request; provided, however, Priority Network Attorney may make provisions for the preservation of attorney-client privilege as the Priority Network Attorney deems appropriate.  Nothing in this Agreement will require Priority Network Attorney to reveal any confidential-attorney client information to MSTS.

(b)                 Priority Network Attorney acknowledges and agrees that MSTS will only pay a Member’s fees for legal services for Covered Violations if the Priority Network Attorney logs that his or her representation of the Member is complete.  Priority Network Attorney must log each representation as complete through the Attorney Portal or by calling MSTS at the number provided on the Attorney Portal within 30 days of final disposition of the matter (the “Due Date”).  Whether a legal matter constitutes a Covered Violation is determined by the terms in the Driver’s Plan and is decided by MSTS, in its sole and absolute discretion.

(c)                 Priority Network Attorney will provide a copy of the bill for Member’s fees to MSTS through the Attorney Portal upon the completion of each representation.  Priority Network Attorney shall not submit and MSTS will not accept a bill for legal services prior to the completion of the Priority Network Attorney’s representation of the Member.  MSTS will pay such fees in full (up to applicable limits under the ORDP) if the bill is submitted by the Due Date.  If the bill is submitted after the Due Date, the total fees for legal services for Covered Violations will be reduced by fifteen percent (15%) for the first and each subsequent calendar month after the Due Date until the bill is provided; provided, however, that MSTS will not pay any fees for legal services for Covered Violations that are logged more than six (6) months after the Due Date.

3.5.             Publication of Status as Network Attorney.  Priority Network Attorney will not promote or publicize his or her status as a Priority Network Attorney, excepted as permitted by MSTS and the applicable rules of professional responsibility of the jurisdiction that he or she is licensed in.  MSTS assumes no obligation for publication, referral or promotion of Priority Network Attorney as such.

3.6.             Premium Directory Fee.  Priority Network Attorney shall pay MSTS a monthly Directory Fee of $99.00 (the “Directory Fee”). The Directory Fee is payable on the date of this Agreement and monthly thereafter on the initial day of each Renewal Term.  The Directory Fee is non-refundable.

  1. PRIORITY NETWORK ATTORNEY’S REPRESENTATIONS AND WARRANTIES.

Priority Network Attorney makes the following representations and warranties to MSTS, each of which shall survive the execution and delivery of this Agreement:

4.1.             License.  Priority Network Attorney maintains a law office, is regularly engaged in the practice of law, and is licensed in the state(s) designated as the Priority Network Attorney’s Designated Areas.

4.2.             Compliance with Applicable Laws.  Priority Network Attorney complies and will comply throughout the Term of this Agreement with all applicable Federal, state, and local laws.  Priority Network Attorney is solely responsible for reviewing and complying with applicable Federal, state, and local laws, including any amendments to same.

4.3.             Compliance with Rules of Professional Responsibility.  Priority Network Attorney complies and will comply throughout the Term of this Agreement with the rules of professional responsibility in the state(s) he or she is licensed, including any advertising rules that apply to attorneys.  Priority Network Attorney has made, independently, his or her own analysis of whether his or her participation as a Priority Network Attorney complies with the applicable rules of professional responsibility.  Priority Network Attorney agrees and acknowledges that MSTS has not made, and he or she has not relied on, any representations, warranties, promises, or guaranties, express or implied, that Priority Network Attorney’s participation as a Priority Network Attorney complies with the applicable rules of professional responsibility.

4.4.             Insurance.  Priority Network Attorney maintains insurance coverage under a professional liability policy for his or her legal services, with limits satisfying the requirements of the Priority Network Attorney’s applicable professional responsibility standards.

  1. TERM; TERMINATION

5.1.             Term; Renewal.  The initial term of this Agreement is one (1) month (the “Initial Term”) commencing on the date of this Agreement.  At the expiration of the Initial Term, this Agreement will automatically renew for successive one (1) month periods (each a “Renewal Term”) unless either party provides the other with notice of its intent not to renew this Agreement at least thirty (30) days’ prior to the expiration of the then current Term.  Together, the Initial Term and every Renewal Term are referred to herein the “Term.”

5.2.             Termination by MSTS.  MSTS may terminate this Agreement in its sole and absolute discretion, effectively immediately, upon written, electronic, or oral notice to Priority Network Attorney if MSTS reasonably determines (1) the Priority Network Attorney has violated any provision of this Agreement; (2) MSTS has a good faith belief that Priority Network Attorney has violated, is violating, or is likely to violate any applicable laws, rules, or regulations, or that Priority Network Attorney will be unable or unwilling to perform its obligations under this Agreement; (3) Priority Network Attorney has failed to pay MSTS any amount when due; (4) Priority Network Attorney becomes bankrupt or insolvent, an application is made to have the Priority Network Attorney declared bankrupt or insolvent, or a receiver is appointed for the Priority Network Attorney; and/or (5) termination is required by law or a governmental authority.

5.3.             Termination by Attorney.  Priority Network Attorney may terminate this Agreement, without cause, provided that Priority Network Attorney gives MSTS thirty (30) days’ advance written notice of its intent to terminate this Agreement.  Priority Network Attorney will not be entitled to any refund of a previously paid Directory Fee.

  1. GENERAL CONDITIONS.

6.1.             Relationship of Parties.  Primary Network Attorney shall at all times be deemed an independent contractor, and not an employee of MSTS.  Nothing in this Agreement shall be construed to create between the parties to this Agreement (1) a joint venture or partnership, (2) an employee-employer relationship, or (3) an attorney-client relationship.

6.2.             Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas without regard to choice of law principles.

6.3.             Dispute Resolution; Jurisdiction.

(a)                 The parties hereby agree that any dispute, controversy or claim arising out of or relating to this Agreement shall be finally resolved by arbitration administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which shall be held in the Overland Park, Kansas or in some mutually agreeable site.  The arbitrator shall determine the matters in dispute in accordance with the law specified in Section 4.1 of this Agreement.

(b)                 The parties hereby submit to the jurisdiction of the state and federal courts sitting in Johnson County, Kansas for the enforcement or appeal of any arbitration award issued under this Section.

6.4.             Limitation of Liability.  Neither MSTS nor any of its direct or indirect officers, directors, managers, principals, stockholders, partners, members, equity holders, employees, agents, representatives or affiliates (each a “Related Party” and, collectively, the “Related Parties”) shall have any liability (whether direct or indirect, in contract or tort, or otherwise) to the Priority Network Attorney related to or arising out of this Agreement for any loss, liability, damage, cost or expense, unless such loss, liability, damage, cost or expense shall be determined, in accordance with Section 6.3, to have resulted solely from the willful misconduct of such person or entity.  In no event will MSTS or any of its Related Parties be liable to Priority Network Attorney for special, indirect, punitive or consequential damages, including, without limitation, loss of profits or lost business, even if MSTS or any of its Related Parties has been advised of the possibility of such damages.  Under no circumstances will the liability of MSTS or any of its Related Parties under this Agreement or otherwise in connection with the Services exceed, in the aggregate, the amounts actually paid by MSTS to the Priority Network Attorney in the prior twelve (12) months.  MSTS and Priority Network Attorney agree that the Related Parties are express third party beneficiaries of the terms of this Section.

6.5.             Indemnification.  Priority Network Attorney shall, to the maximum extent not prohibited by applicable law, indemnify and defend MSTS and each of its Related Parties (each, an “Indemnified Party”) from any and all losses, suits, actions, proceedings, demands, judgments, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, caused by, related to, arising out of or otherwise in connection with (a) the negligent acts or omissions of the Priority Network Attorney, (b) the advice or services rendered by Priority Network Attorney to members of ORDP, and/or (c) any breach by the Priority Network Attorney of its obligations, representations, or warranties under this Agreement.  In addition to the foregoing, the Priority Network Attorney will reimburse each Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatening claim, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto.  The Priority Network Attorney will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined by a court of competent jurisdiction or arbitrator, in a final judgment from which no further appeal may be taken, to have resulted solely from the willful misconduct of such Indemnified Party.  Each Indemnified Party, other than MSTS, is an express third-party beneficiary of the terms of this Section.

6.6.             Assignment.  Priority Network Attorney shall not assign any of its rights or delegate any of its duties hereunder without the prior written consent of MSTS.

6.7.             Amendment.  This Agreement may be amended only in a written agreement executed by both parties.

6.8.             No Third-Party Beneficiaries.  Except as provided in Sections  4.4 and 4.5, (a) this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and (b) nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

6.9.             Counterparts; Electronic Signatures.  This Agreement may be executed in counterparts and all of which taken together shall constitute on and the same agreement.  The parties agree that electronic signatures, whether digital or encrypted, may be used to authenticate a party’s acceptance of this Agreement, each having the same force and effect as manual signatures.  Delivery of a copy of this Agreement bearing an original or electronic signature by facsimile transmission, by electronic mail in portable document format (.PDF) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.

6.10.         Entire Agreement.  This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof.