Exclusive Legal Terms Agreement

EXCLUSIVE LEGAL TERMS AGREEMENT

This Exclusive Legal Terms Agreement (the "Agreement") is made and entered into as of by and between Client Name: , located at (the "Client"), and Provider Name: , located at (the "Provider").

RECITALS

WHEREAS, the Provider is engaged in the provision of legal services and/or the preparation and delivery of legal materials and desires to grant exclusivity to the Client with respect to the legal subject matter and scope described herein; and

WHEREAS, the Client desires to engage the Provider on an exclusive basis for the performance of the Services and to obtain the exclusive rights and protections set forth in this Agreement, subject to the terms and conditions below; and

WHEREAS, the parties intend that this Agreement memorialize the allocation of rights, fees, confidentiality obligations, and remedies applicable during the Term.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by one party to the other, including without limitation business plans, strategies, legal analyses, client lists, drafts, and any materials marked confidential or that by their nature ought reasonably to be treated as confidential. Confidential Information does not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was rightfully in the receiving party's possession prior to receipt; or (c) is independently developed without use of the disclosing party's Confidential Information.

1.2 "Services" means the legal services, advice, documentation, or other deliverables to be provided by the Provider as described in Section 2 and any attached exhibits.

2. APPOINTMENT AND EXCLUSIVITY

2.1 Appointment. The Client hereby engages the Provider, and the Provider accepts such engagement, to perform the Services on the exclusive terms set forth in this Agreement. The Provider shall perform the Services diligently, in a professional manner, and in accordance with applicable laws and ethical obligations.

2.2 Exclusivity. During the Term defined herein, the Provider shall not provide, license, assign, or otherwise make available the Services or substantially similar legal representation, materials, or deliverables to any third party with respect to the subject matter described as: without the Client's prior written consent, except as required by law or court order.

3. SCOPE OF SERVICES

3.1 Description. The Provider shall provide the Services specifically described as:

3.2 Changes. Any material change to the scope shall require a written change order signed by authorized representatives of both parties and shall set forth any adjustments to fees, schedule, or exclusivity.

4. TERM; TERMINATION

4.1 Term. The Agreement commences on the Effective Date and shall continue for a period of (the "Initial Term"), unless earlier terminated as provided herein. The parties may agree in writing to extend the Term.

4.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon providing not less than days' prior written notice to the other party.

4.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

5. FEES AND PAYMENT

5.1 Fees. In consideration for the Services, the Client shall pay the Provider the fees set forth below:

5.2 Late Payment. Any undisputed amount not paid when due shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less, and the Client shall be responsible for reasonable collection costs and attorneys' fees incurred by the Provider in collecting overdue amounts.

6. CONFIDENTIALITY

6.1 Obligation. Each party shall hold in confidence and not disclose to any third party any Confidential Information received from the other party, and shall use such Confidential Information only for the purposes contemplated by this Agreement. The obligations in this Section shall survive termination or expiration for a period of .

6.2 Permitted Disclosure. Notwithstanding the foregoing, a receiving party may disclose Confidential Information to the extent compelled by applicable law, provided the receiving party gives the disclosing party prompt written notice and cooperates with any reasonable attempts to seek protective measures.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Unless otherwise expressly agreed in writing, the Provider retains ownership of its pre-existing intellectual property and methodologies. The Provider grants to the Client an exclusive, non-transferable license to use deliverables created specifically for the Client under this Agreement, subject to full payment of all amounts due.

7.2 Assignment of New Work. To the extent parties agree that assignment of newly created intellectual property is required, check to indicate assignment: Assign new intellectual property to Client

8. REPRESENTATIONS; WARRANTIES

8.1 Mutual Representations. Each party represents and warrants that it has the full corporate or legal power and authority to enter into and perform its obligations under this Agreement and that this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

8.2 Provider Warranty. The Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing professional standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Provider Indemnity. The Provider shall indemnify, defend and hold harmless the Client from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Provider's gross negligence, willful misconduct, or material breach of this Agreement.

9.2 Client Indemnity. The Client shall indemnify, defend and hold harmless the Provider from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the Client's breach of this Agreement, misuse of deliverables, or provision of inaccurate information.

10. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence or willful misconduct, or for indemnification obligations under Section 9, in no event shall either party be liable to the other for special, incidental, punitive or consequential damages, and each party's aggregate liability shall be limited to the total fees actually paid by the Client to the Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, overnight courier, or email (with confirmation). Notices shall be deemed given when received.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right shall not constitute a waiver of future enforcement of that right.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 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.

14.2 Entire Agreement. This Agreement, together with any exhibits or written change orders executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that best achieves the parties' original intent.

15. MISCELLANEOUS

15.1 Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

15.2 Remedies. The parties agree that monetary damages may be inadequate to remedy certain breaches of this Agreement, including breaches of confidentiality or exclusivity, and that either party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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