Legal Admin Services Agreement

LEGAL ADMINISTRATIVE SERVICES AGREEMENT

This Legal Administrative Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , Client Address: (hereinafter "Client"), and Service Provider Name: , Provider Address: (hereinafter "Provider").

RECITALS

WHEREAS, Client requires professional legal administrative services including document preparation, filing, calendaring, docket management and related administrative support; and

WHEREAS, Provider represents that it has the experience, personnel and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform legal administrative services for Client.

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

1. DEFINITIONS

1.1 "Services" means the administrative services described in Section 2 and any attachments incorporated by reference. 1.2 "Work Product" means deliverables, drafts, documents and other tangible materials created by Provider in the performance of the Services.

2. SCOPE OF SERVICES

2.1 Provider shall perform legal administrative services including, but not limited to, the following tasks as requested by Client:

2.2 Provider shall perform Services in a timely, professional manner consistent with industry standards and applicable rules of professional conduct. Provider shall not provide legal advice, render legal opinions, or appear in court on Client's behalf unless separately engaged and authorized in writing.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon prior written notice to the other party delivered at least Notice Period (days): days in advance.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within Cure Period (days): days after receipt of written notice specifying the breach.

4. FEES, INVOICING AND PAYMENT

4.1 Fees. Client shall pay Provider fees in accordance with the Fee Schedule set forth below or as otherwise agreed in writing. Standard Fee: $ per .

4.2 Invoicing. Provider shall submit invoices to Client monthly unless otherwise agreed. Payment Due (days): days from date of invoice. Late payments shall accrue interest at Rate (% per month): percent per month or the maximum allowed by law, whichever is lower.

4.3 Expenses. Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in connection with the Services upon presentation of receipts or other documentation. Expense reimbursement shall be made within Reimbursement Period (days): days of invoice.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

5.2 Obligation. Each party shall maintain Confidential Information in strict confidence and shall not disclose it except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.3 Duration. The obligations of confidentiality shall continue for Confidentiality Period (years): years following the termination or expiration of this Agreement, except as otherwise required by law.

6. RECORDS, ACCESS AND RETENTION

6.1 Records. Provider shall keep accurate records of Services performed and expenses incurred. Provider shall preserve such records for a period of not less than Record Retention (years): years and shall deliver or make available such records to Client upon reasonable request.

7. WORK PRODUCT AND INTELLECTUAL PROPERTY

7.1 Ownership. Unless otherwise agreed in writing, all Work Product created by Provider in the performance of the Services shall be owned exclusively by Client upon full payment of all amounts due hereunder. Provider hereby assigns to Client all right, title and interest in such Work Product.

7.2 Pre-Existing Materials. Provider retains ownership of its pre-existing tools, templates, methodologies and software. Provider grants Client a non-exclusive, non-transferable license to any pre-existing materials incorporated in Work Product solely to the extent necessary for Client's use of the Work Product.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification by Provider. Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence or willful misconduct in the performance of the Services.

8.2 Indemnification by Client. Client shall defend, indemnify and hold harmless Provider from and against claims arising from Client's misuse of deliverables, Client-provided information that is inaccurate, or Client's violation of applicable law.

8.3 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct or indemnification obligations, neither party's aggregate liability for any claim arising out of or related to this Agreement shall exceed Fees Paid in the prior 12 months.

9. INSURANCE

Provider shall maintain, at its expense, commercial general liability and professional liability insurance with limits sufficient to cover its obligations under this Agreement. Upon request, Provider shall provide certificates of insurance evidencing such coverage.

10. COMPLIANCE WITH LAW

Each party shall comply with all applicable federal, state and local laws, rules and regulations in performing its obligations under this Agreement, including applicable data protection and privacy obligations concerning client files and personal information.

11. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, partner or agent of Client. Provider shall be solely responsible for all taxes, insurance and benefits for its personnel and for compliance with employment and labor laws.

12. NON-SOLICITATION

During the term of this Agreement and for Non-Solicitation Period (months): months thereafter, neither party shall solicit for employment or engage any employee or contractor of the other party who was materially involved in the provision or receipt of the Services, without prior written consent.

13. NOTICES

Client Notice Address

Provider Notice Address

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or such other address as either party may designate by written notice.

14. AMENDMENTS, WAIVER AND COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing signed by the party against whom enforcement is sought. This Agreement may be executed in counterparts, each of which shall be deemed an original.

15. GOVERNING LAW, ENTIRE AGREEMENT AND SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

The parties acknowledge that Provider may engage subcontractors to perform portions of the Services so long as Provider remains responsible for the acts and omissions of such subcontractors. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or successor in interest.

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