Law Office Document Template

LAW OFFICE DOCUMENT TEMPLATE

This General Business Agreement (the 'Agreement') is made and entered into as of Effective Date: by and between Client Name: (the "Client") and Law Firm Name: (the "Firm"). Together the Client and the Firm may be referred to as the "Parties."

RECITALS

WHEREAS, the Client desires to engage the Firm to provide legal and related advisory services as described herein; and

WHEREAS, the Firm has the experience, expertise and personnel necessary to perform the services and is willing to provide such services under the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows.

SCOPE OF WORK

The Firm shall provide the professional services and deliverables described below. Services shall be provided in a timely manner and in accordance with applicable professional standards.

PAYMENT TERMS

In consideration for the services provided by the Firm, the Client shall pay the Firm the fees set forth below in accordance with the schedule and conditions specified.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon written notice to the other Party no fewer than days prior to the effective termination date. Termination for cause may be effective immediately upon written notice if a material breach remains uncured for thirty (30) days following written demand for cure.

CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose to any third party any non-public information of the other Party disclosed in connection with the performance of this Agreement ("Confidential Information"), except to its employees, affiliates or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was lawfully in the receiving Party's possession prior to disclosure; or (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, each Party shall promptly return or destroy the other Party's Confidential Information and certify such return or destruction upon request. The obligations of confidentiality survive termination for a period of three (3) years, except for trade secrets which shall remain protected for so long as they meet the legal definition of a trade secret.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under or in connection with this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

REPRESENTATIONS; AUTHORITY

Each Party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the person signing this Agreement on its behalf is duly authorized to do so.

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