Terms of Use

Last Reviewed: September 6, 2024

Non-Exclusive Referral Agreement

This non-exclusive referral agreement is entered into between Overture Law, P.C., a California professional corporation (“Overture”), and you, the “Platform User”. If you are using the Platform on behalf of your firm or company, “Platform User” includes you and those entity(ies), and you represent and warrant that you are an authorized representative of the applicable entity(ies) with the authority to bind the entity(ies) to these terms, and you agree to these terms on the entity(ies)’s behalf.

Recitals:

Overture devotes substantial resources to the development and maintenance of a billing, timekeeping, and client referral platform, and the curation of a network of sophisticated legal service providers;

Platform User devotes substantial resources to rendering legal services to Platform User’s clients; and

The parties recognize that combining their efforts will result in improved representation for clients along with operational efficiencies for both parties.

The parties therefore agree as follows:

Platform User Obligations.

Professional Judgment; Non-Exclusivity. Platform User agrees to refer potential clients that it, in its sole discretion, believes to be a good fit for representation on a non-exclusive basis.
Service Level Standards. Platform User agrees to adhere to the standards set forth in Overture’s Service Level Standards, as it may be updated or modified from time to time. A copy of the current Service Level Standards in effect is attached as Exhibit A.
Use of Overture Platform. Platform User agrees to use the systems provided by Overture to manage referrals including, but not limited to, the use of: customer relationship management tools; scheduling tools; and time keeping and billing software (collectively, the “Overture Platform” or “Platform”). Platform User agrees to maintain accurate records in each applicable system concerning each referral sent or received through the system or other member attorneys, the status of any engagement received, timekeeping and billing, and the disposition of any referral matter.
Client Consents. Platform User agrees to attach the applicable state-specific addendum, as generated through the Overture Platform, to any agreement to render legal services to a client referred to Platform User through the Overture Platform (“Overture Platform User”) and obtain client signature(s) to the same at the time Platform User is engaged by the client. To receive a copy of the applicable addendum, please email a request to support@overture.law. If Platform User wishes to use an alternative method to obtain client consents for the division of fees, Platform User must obtain prior, written consent from Overture. Failure to comply with this provision is grounds for the immediate termination of this agreement.
Invoicing Through the Overture Platform. Platform User agrees to use the billing on the Overture Platform for all clients received through the Overture Platform or from another Overture Platform User.
Conflicts of Interest. Platform User agrees to timely check for conflicts of interest between its clients and any referrals and promptly resolve any conflicts where possible or decline representation in accordance with any applicable rules of professional conduct.
Feedback & Reviews. Platform User agrees to participate in any review or feedback processes requested by Overture. Platform User acknowledges and consents to Overture contacting clients engaged by Platform User through the Overture Platform for review and feedback purposes.
Costs & Expenses; Transaction Fees.

Contingency Fee Matters. If Platform User receives a referral for a contingency fee matter through the Overture Platform or directly from another Overture Platform User, Platform User agrees to bear the costs and expenses of matter, which will be repaid, if at all, in accordance with a signed engagement letter.
Transaction Fees. If Platform User receives a referral through the Overture Platform or directly from another Overture Platform User, Platform User agrees to bear the costs of any payment processing fees, which will be deducted from any amounts paid to Platform User for handling a specific matter. For electronic check payments, a processing fee of 1% will apply, and for credit card payments, the fee will be 2.5%.

Required Notices to Overture. Platform User agrees to promptly notify Overture of any disciplinary proceedings or investigations, adverse malpractice judgments, and significant changes in firm size and structure. Overture must be notified immediately of any dissolution of a Platform User’s firm whether such dissolution be actual, pending, contemplated or otherwise.

Division of Fees.

The parties shall share Realized Attorney Fees from the representation of any client referral pursuant to this agreement in accordance with the then applicable fee splits, which may be updated from time to time and in accordance with applicable law, statute, rule, or regulation. Matter and jurisdiction specific fee splits are available by clicking the help icon in the lower right corner and clicking "Referral Fees".

“Realized Attorney Fees” means fees paid by a client for services rendered by the attorney principally responsible for handling the matter excluding costs and reimbursable expenses.

Representations & Warranties.

Platform User warrants and represents that Platform User is duly licensed, and in good standing, in all jurisdictions to which Platform User is admitted, and that, within the past ten (10) years, has not been convicted of a felony or a crime involving moral turpitude, or been the subject of professional discipline in any jurisdiction.

Termination.

Either party may terminate this agreement upon giving the other party thirty (30) days prior written notice of such termination. Overture may terminate this agreement immediately and without prior notice if Platform User:

Sends low-quality referrals through the Overture Platform;
Fails to use the Platform for invoicing and billing as specified by Overture;
Fails to timely send or upload engagement agreements and addenda.

Survival.

The obligations of each party concerning cases referred or retained prior to the date of termination shall survive until those matters have been fully resolved.

This agreement shall survive the death or disability of the partners or shareholders of Platform User, Overture, and any other Overture Platform User that enters into a referral agreement and shall continue to run to the benefit of each firm. If any such firm should cease to be a going concern, the agreement shall inure to the benefit of the beneficiaries of the partners or shareholders of the firm that has ceased to be a going concern.

Intellectual Property.

Platform User acknowledges that Overture’s service marks and trademarks are marks owned exclusively by Overture, its affiliates or assigns, and agrees to use any such service marks or trademarks only in the form and manner and with appropriate legends or disclaimers prescribed by Overture. Any use by Platform User of any service marks or trademarks, logos, or branding elements owned by Overture, affiliates, or assigns, must be approved, in writing, by Overture. Platform User is prohibited from any use of Overture’s service marks or trademarks as a means of firm identity or that state or imply Platform User is a partner, shareholder, associate, of counsel, employee, or agent of Overture. All use of Overture service marks or trademarks shall inure to the benefit of Overture. At no time during or after the term of this agreement shall Platform User challenge or assist others to challenge any service mark or trademark owned by Overture, its affiliates, or assigns, or the registration thereof or attempt to register any service marks, trademarks, or trade names confusingly similar to those of Overture, its affiliates or assigns.

Third Party Beneficiaries.

Any Overture Platform User that Platform User may send a referral to, or receive a referral from, is a third-party beneficiary to this agreement and is entitled to the rights and benefits hereunder and may enforce the provisions of this agreement as if the Overture Platform User was a party hereto.

Required Notices to Overture.

Platform User agrees to promptly notify Overture of any disciplinary proceedings or investigations, adverse malpractice judgments, and significant changes in firm size and structure. Overture must be notified immediately of any dissolution of a Platform User’s firm whether such dissolution be actual, pending, contemplated or otherwise.

Referral Inquiries & Complaints.

Platform User agrees to fully cooperate with Overture in investigating and resolving any inquiries or complaints by other Overture Platform Users or concerning the provision of any legal services to a referral received through the Platform. Platform User further agrees to promptly respond to all messages from Overture or Overture Platform Users concerning complaints within one (1) business day.

Media Requests.

Platform User shall direct all media inquiries regarding Overture, its legal platform, or other services to Overture’s Chief Executive Officer or Chief Legal Officer.

Cooperation.

All parties agree to cooperate fully and to execute all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the terms and intent of this agreement.

Arbitration.

Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Governing Law.

This agreement is to be governed by and construed in accordance with the laws of the state of California, United States, without regard to choice of law principles.

Miscellaneous.

Effective Date. This agreement will become effective when all parties have signed it. The date of this agreement will be the date this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature).
Severability. If any provision of this agreement is deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision shall be severed from this agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this agreement.
Assignment. This agreement will be binding upon and inure to the benefit of any successor to a party to this agreement. Any such successor will be deemed substituted for the respective party to this agreement under the terms of this agreement for all purposes. In no other event, shall this agreement or any of the rights, interests or obligations hereunder be assigned by any of the parties hereto without the prior written consent of the other parties.
Indemnification. The parties hereby agree to indemnify, defend, and hold each other and each of their respective officers, directors, representatives, agents, employees or assigns, harmless from and against any and all losses, costs, penalties, damages, expenses, including attorneys’ fees, or liabilities due to, or arising out of, or in connection with any actual or alleged negligent act or misconduct of the other party directly or indirectly connected to the services contemplated by this agreement.
Confidentiality. Except as otherwise required by law, applicable regulation, the terms of this agreement or as mutually agreed upon by the parties hereto, each party shall treat as confidential the terms and conditions of this agreement.
Entire Agreement. This agreement constitutes the entire agreement between the parties and supersedes any previous agreement between the parties. No other agreement, whether oral or in writing shall supersede or modify this agreement without the express written agreement of both parties.

Exhibit A

Service Level Standards

Platform User agrees to abide by the following requirements for using the Overture Platform and to provide the following levels of service to referrals and other Overture Platform Users.

Operational Requirements; Ethical Responsibilities.

Platform User agrees to adhere to the following minimum standards concerning its operations:

Maintaining active membership and good standing in any applicable State Bar where Platform User is required to be admitted to render legal services for any referral received through the Overture Platform;
Maintaining professional liability insurance coverage with limits of not less than $100,000 per incident and $300,000 aggregate per year.
Exhibiting the highest degree of ethical conduct in accordance with any applicable Code of Professional Responsibility or Rules of Professional Conduct, and maintaining a practice with no state bar or disciplinary complaints.
Only taking matters that Platform User is competent and presently able to handle.

Quality of Referrals.

Platform User acknowledges and agrees that for the Overture Network to succeed, Platform User must diligently review matters for quality of the matter and client prior to sending through the Overture Platform. Platform User agrees to abide by the following guidelines when determining whether a referral is fit to be sent through the Overture Platform:

Would you have engaged the client but for limitations of your understanding of the applicable practice area concerning the representation?
Would you have engaged the client but for the jurisdictional or geographic limitations of your practice?
Would you have engaged the client but for your bandwidth to take on additional work?

Repeated low-quality referrals through the Overture Platform may be grounds for the immediate termination of this agreement by Overture, in its sole discretion.

Referral process

The parties agree to refer matters as follows:

Sending Referrals.

Required Use of the Overture Platform. Any matter referred to another Overture Platform User, must be posted, billed and maintained through the Overture Platform until the matter is concluded. If Platform User has interactions with other Overture Platform Users outside the Overture Platform, Platform User agrees to send referrals through the Overture Platform so the matter can be properly tracked and have the backend for effective billing and engagement of the matter set up. Bona fide referral relationships predating Platform User’s membership with Overture with other attorneys that are, or may become, Overture Platform Users are excluded from these requirements.
Non-Circumvention. Platform User agrees to not engage in any conduct to circumvent the terms of the Agreement, including, but not limited to, entering into a referral or fee-splitting agreement with another Overture Platform User outside of the Overture Platform, soliciting interest from Overture Platform Users for a matter that has not been posted on the Overture Platform, or using the Overture Platform to find potential attorneys to refer a matter to off of the Overture Platform.
Feedback. Platform User agrees to provide feedback on the quality of the referral experience with each Overture Platform User involved in the referral process.

Receiving Referrals.

Responsiveness.

Platform User acknowledges and agrees that responsiveness is vital to the maintenance and growth of a strong network and agrees to promptly respond to referrals and communications from Overture Platform Users.
Platform User agrees to promptly respond to potential clients and Overture Members within one (1) business day in response to any messages, emails, or phone calls.
Failure to comply with this provision is grounds for the immediate termination of the Non-Exclusive Referral Agreement.

Required Use of the Overture Platform. Platform User agrees to only accept matters from Overture Platform Users that have been posted on the Overture Platform. If Platform User has interactions with other Overture Platform Users outside the Overture Platform, Platform User agrees to only receive referrals through the Overture Platform so the matter can be properly tracked and have the backend for effective billing and engagement of the matter set up. Bona fide referral relationships predating Platform User’s membership with Overture with other attorneys that are, or may become, Overture Platform Users are excluded from these requirements.
Client Consents.

Platform User agrees to attach the Addendum in Exhibit A to any agreement to render legal services to a client referred to Platform User through the Overture Platform or from another Overture Platform User and obtain client signature(s) to the same at the time Platform User is engaged by the client.
Please upload all signed engagement paperwork through the Overture Platform in the corresponding referral or send via email to engagements@overture.law as soon as possible after obtaining signatures, but in no event more than three (3) days after receipt.

Transaction Fees. If Platform User receives a referral through the Overture Platform or directly from another Overture Platform User, Platform User agrees to bear the costs of any payment processing fees, which will be deducted from any amounts paid to Platform User for handling a specific matter. For electronic check payments, a processing fee of 1% will apply, and for credit card payments, the fee will be 2.5%.
Feedback. Platform User agrees to provide feedback on the quality of the referral and the referral process with the other Overture Platform User.
Notifications to Overture. Platform User agrees to notify Overture of any solicitations from other Overture Platform Users to enter into referral or fee-splitting agreements for matters not posted on the Overture Platform.
Non-Circumvention. Platform User agrees to not engage in any conduct to circumvent the terms of the Agreement, including, but not limited to, entering into a referral or fee-splitting agreement with another Overture Platform User outside of the Overture Platform, soliciting interest from Overture Platform Users for a matter that has not been posted on the Overture Platform, or using the Overture Platform to find potential attorneys to refer a matter to off of the Overture Platform.

Billing & Timekeeping.

Timekeeping. Platform User agrees to use the billing and invoicing features of the Overture Platform to collect funds for advance fees as follows:

Hourly & Flat Fee Matters. Any advance deposits or requests for payment for any client received through the Overture Platform or another Platform User must be sent and processed through the Overture Platform.
Contingency Fee Matters. Payments received for contingency fee matters should be deposited into the Platform User’s trust account for disbursement to the client(s) and Platform User for costs incurred. After disbursement of settlement proceeds to the client and to Platform User for costs incurred during the representation, Platform User will send the applicable fees to Overture and the referring Platform User via check, wire or ACH transfer along with a statement of the fees earned. Overture will provide the final disbursement of fees to the referring Platform User.
Hybrid Matters. Any advance deposits or requests for payment for any client received through the Overture Platform or another Platform User must be sent and processed through the Overture Platform. Any contingent payments received during the course of the representation should follow the invoicing provisions for Contingency Fee Matters in this section.
Settlements & Other Disbursements to Clients or Third Parties. Payments or other amounts intended for disbursement to clients or third parties, such as settlements, should be deposited into the Platform User’s trust account and disbursed in accordance with the applicable rules of professional conduct.
Escrow Matters Prohibited. Platform User agrees to not use the Overture Platform’s trust account or billing platform to request, process, or hold funds in escrow or perform similar services. If Platform User is engaged to perform escrow or similar services, Platform User agrees to use Platform User’s own accounts to perform Platform User’s obligations.

Frequency of Entering Time. Platform User agrees to promptly and accurately input time and expenses billed or incurred.
Frequency of Invoicing. Platform User agrees to regularly invoice each client and in no event, less than a monthly basis. Platform User agrees to keep clients appraised on matter status and accrued billing between invoices particularly during periods of heavy billing.

Fee Disputes.

Trust Account Funds are automatically disbursed into the operating accounts of the referring and handling attorneys after the fourteen (14) day window for the client to disapprove of the invoice.
Platform User must immediately notify Overture of any fees disputed by a client referred through the Overture Platform through the Overture Platform (if within the fourteen (14) day window), or contact Member Support (if outside of the fourteen (14) day window). If a client disputes all or a portion of a bill within the fourteen (14) day window, the disputed portion of the bill will be held in trust until a resolution is reached.
If a client disputes all or a portion of the bill outside of the fourteen (14) day window, and the funds have already been disbursed, the amount in dispute will be automatically withdrawn from the operating account where the funds were deposited.

Customer service expectations.

Platform User agrees to adhere to the following customer service expectations when interacting with referrals received through the Overture Platform or another Platform User:

Treat each referral, Overture Platform User, and staff, with courtesy, dignity and respect.
Respond to any call, email, or other communication from a referral, Overture Platform User, or Overture promptly, and in no event later than one (1) day of receipt.
Be on time for any scheduled event, consultation or meeting, and leave a message and follow-up by email or other communication if the other party does not attend.
Every interaction with a referral or client should be in a location free from noise, or other distractions. This includes while driving, or during any situation that may prevent the Platform User from providing the attorney’s full attention.
Maintain ongoing and regular communication with each referral while performing legal services.
Safeguard all information and client confidences obtained from or concerning referrals in a secure and safe place and to comply with all applicable laws, rules, or regulations regarding the use of personal information.
Immediately notify Overture of any potential client issues, or complaints with any referral.

Client Complaints; Disputes with Other Members.

Platform User agrees to fully cooperate with Overture in investigating and resolving any inquiries or complaints concerning the provision of any legal services to an Overture referral, in accordance with any Overture inquiry and dispute resolution processes then in effect.
Platform User further agrees to promptly respond to all communications from Overture or a referring law firm concerning a referral inquiry or complaint, and in no event later than one (1) business day from receipt of such communication.