Business ILP Form

BUSINESS ILP FORM

This Business ILP Form (the Agreement) is made effective as of by and between Client Name: , and Independent Legal Practitioner Name: .

WHEREAS

WHEREAS, Client requires legal services and specialized legal advisory support in connection with the Client's business operations, transactions, and regulatory matters; and

WHEREAS, Independent Legal Practitioner (ILP) represents that ILP is duly qualified and licensed to provide such services, and will perform such services as an independent contractor and not as an employee of the Client; and

WHEREAS, the parties desire to set forth the terms, scope of work, compensation, and other obligations with respect to the engagement of the ILP by Client.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $ ; Payment Schedule: .

Invoices submitted by ILP are due and payable within days of receipt. Late payments shall accrue interest at on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower.

TERM AND TERMINATION

Term Commencement Date: . Termination Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Termination for material breach by either party may be immediate following written notice if the breaching party fails to cure within thirty (30) days of receiving notice of such breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall: (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exceptions: Confidential Information does not include information that is (i) already known to the receiving party without an obligation of confidentiality; (ii) publicly available through no fault of the receiving party; or (iii) rightfully obtained by the receiving party from a third party without restriction. A receiving party may disclose Confidential Information to the extent required by law or valid legal process provided that, to the extent permitted, it gives prompt written notice and cooperates with the disclosing party in seeking protective measures.

CONFLICTS; INDEPENDENT CONTRACTOR

ILP represents that ILP's provision of services under this Agreement will not violate any duty owed to any third party, and ILP will promptly disclose any potential conflict of interest that arises. ILP is engaged as an independent contractor and will be solely responsible for all taxes, benefits, insurance, and other obligations associated with ILP's personnel.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. Each party submits to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL TERMS

Records and Work Product: Except as otherwise agreed in writing, all deliverables and work product created by ILP under this Agreement shall be owned by Client upon full payment; ILP may retain copies for recordkeeping and professional file retention consistent with ethical obligations. The parties shall comply with applicable professional conduct rules governing client files and client confidences.

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