Demand Letter Agreement

Demand Letter Agreement

This Demand Letter Agreement (the "Agreement") is made as of between Client Name: (the "Client") and Provider Name: (the "Provider"). The Client and Provider are collectively referred to as the "Parties."

RECITALS

WHEREAS, the Client asserts that it is entitled to recover certain sums, damages, or other relief from one or more third parties arising out of the circumstances set forth in the Claim Details below; and

WHEREAS, the Provider has experience preparing and delivering demand letters and negotiating settlements on behalf of clients and is willing to prepare and pursue a demand letter on behalf of the Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations in connection with the Provider's preparation, delivery, and enforcement of demand letters and any related negotiation or settlement efforts.

NOW, THEREFORE

In consideration of the mutual covenants and promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Claim" means the factual and legal basis for the Client's demand as described in Section 2. "Demand Letter" means a written demand prepared by the Provider asserting the Claim and requesting specified relief. "Settlement" means any agreement resolving the Claim, whether by payment, performance, or other consideration.

2. SCOPE OF ENGAGEMENT

The Provider shall prepare and send a Demand Letter on behalf of the Client to the identified Respondent(s), attempt to negotiate a Settlement, and advise the Client regarding settlement offers. The Provider's services are limited to demand and negotiation efforts and do not include litigation, filing of court actions, or court representation unless otherwise agreed in writing.

3. CLIENT REPRESENTATIONS AND WARRANTIES

The Client represents and warrants that: (a) the Client is the lawful owner of the Claim or is authorized to pursue the Claim; (b) all facts and documents provided to the Provider are true, complete, and accurate to the best of the Client's knowledge; and (c) the Client has the authority to enter into this Agreement and to authorize the Provider to act on its behalf as provided herein.

4. PROVIDER OBLIGATIONS

The Provider shall: (a) prepare a Demand Letter based on information supplied by the Client; (b) deliver the Demand Letter by the method(s) agreed with the Client; (c) communicate and negotiate with Respondent(s) or their representatives in good faith; and (d) promptly report to the Client all material developments, offers, and communications received in connection with the Claim.

5. FEES, EXPENSES, AND PAYMENT

The Client shall pay the Provider the fees and reimburse the Provider's out-of-pocket expenses as set forth below. Fees and expenses shall be due within thirty (30) days of invoice unless otherwise agreed in writing.

6. AUTHORITY TO SETTLE

The Provider may negotiate with Respondent(s) but shall not agree to a Settlement that releases the Client's claims, materially alters Client's rights, or imposes ongoing obligations on the Client without the Client's prior written authorization. The Client hereby authorizes the Provider to accept non-binding settlement offers and informal concessions for the purpose of negotiation, subject to the Client's express approval for any final Settlement.

7. CONFIDENTIALITY

The Provider shall maintain the confidentiality of non-public information provided by the Client in connection with the Claim, except as reasonably necessary to perform the services hereunder, to comply with law, or to enforce the Agreement. The Client consents to the disclosure of relevant information to Respondent(s) where such disclosure is necessary to pursue the Claim.

8. TERM; TERMINATION

This Agreement shall commence on the effective date and shall continue until the earlier of: (a) completion of the Provider's services hereunder; (b) execution of a final Settlement; or (c) termination by either Party upon ten (10) days' written notice. Termination shall not relieve the Client of its obligation to pay fees and expenses incurred prior to termination.

9. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless the Provider and its partners, officers, employees, and agents from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of: (a) the Client's breach of this Agreement or the Client's representations; (b) false or misleading information provided by the Client; or (c) the pursuit of frivolous claims.

10. LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of this Agreement. The Provider's total liability arising out of or in connection with this Agreement shall not exceed the fees actually paid by the Client to the Provider under this Agreement.

11. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and delivered to the Parties at the addresses below (or to such other address that a Party may designate by notice to the other Party). Notices are effective upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The waiver by either Party of a breach of any provision shall not operate as a waiver of any other or subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising under this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether oral or written. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS PROVISIONS

The Parties acknowledge that the Provider is not providing legal representation in litigation by virtue of this Agreement unless separately agreed in writing. The Client agrees to cooperate with the Provider, provide timely information and documents, and to be candid in communications. The Provider may engage subcontractors to perform portions of the services provided appropriate confidentiality protections are in place.

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