Drafting Contract Outline

Drafting Contract Outline Agreement

Parties

Recitals

WHEREAS, Client Name: (the "Client") desires to procure professional services for the preparation of a structured contract outline describing terms, deliverables and key legal provisions; and

WHEREAS, Contractor Name: (the "Contractor") represents that it has the competence and experience to provide such drafting services; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. Scope of Work

Contractor shall provide professional drafting services limited to preparing a contract outline that identifies the material clauses, suggested clause language, risk allocation options, schedules of deliverables, and recommended negotiation points (the "Deliverables"). The Deliverables shall be prepared consistent with the terms of this Agreement and applicable professional standards.

2. Payment Terms

As consideration for the services set forth in Section 1, Client shall pay Contractor the fees and expenses described below in accordance with the payment schedule. All fees are exclusive of applicable taxes, which shall be the responsibility of the paying party.

Invoices are due and payable within days of invoice date. Late payments shall accrue interest as set forth above and the Client shall be responsible for any collection costs, including reasonable attorneys' fees.

3. Term and Termination

This Agreement commences on the Effective Date: and shall continue until completion of the Deliverables or until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for a period of ten (10) days following written notice of such breach.

Upon termination, Contractor shall deliver to Client copies of all completed Deliverables and shall invoice Client for all work performed through the effective date of termination. Client shall pay Contractor for all undisputed amounts due within the period specified in Section 2.

4. Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed in any form 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 obligations in this section do not apply to information that: (a) is or becomes generally available to the public through no wrongful act of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is received from a third party without restriction and without breach of a nondisclosure obligation; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information only as necessary to perform its obligations under this Agreement and shall restrict access to those employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Remedies at law may be inadequate to protect the Disclosing Party; accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

5. Ownership of Work Product

Upon full payment of all amounts due under this Agreement, Contractor assigns to Client all right, title and interest in and to the Deliverables prepared specifically for Client under this Agreement, excluding Contractor's pre-existing materials, know-how and general methodologies, which shall remain the Contractor's sole property. Contractor shall retain a royalty-free, non-exclusive license to use general legal concepts and skills in its business.

6. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or material violation of law. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense and settlement.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

8. Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification shall be binding unless made in writing and signed by authorized representatives of both parties.

9. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to a successor in the event of a merger or sale of substantially all of its assets.

Notices under this Agreement shall be delivered to the contact addresses set forth below or to such other address as a party may designate by written notice to the other party.

Sign Now