Legal Assist Agreement

LEGAL ASSIST AGREEMENT

This Legal Assist Agreement (Agreement) is made and entered into as of by and between Client Name: , an entity of type Individual Corporation Limited Liability Company, with principal address: ; and Legal Provider Name: , an entity of type Law Firm Attorney/Consultant, with principal address: .

RECITALS

WHEREAS, Client desires to retain Provider to perform certain legal and advisory tasks described in this Agreement; and

WHEREAS, Provider is willing to provide such services to Client on the terms and conditions set forth herein and represents that it possesses the necessary qualifications, experience and licenses to perform the services; and

WHEREAS, the Parties intend to set forth their respective rights and obligations with respect to the provision of legal assistance and related services.

NOW THEREFORE

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

1. ENGAGEMENT

Client hereby engages Provider, and Provider accepts such engagement, to perform legal assistance and advisory services as set forth in this Agreement. Provider shall provide services using personnel who are appropriately licensed or otherwise qualified to perform the services requested.

2. SCOPE OF SERVICES

Provider will perform the services described below (Services). Provider shall use best professional efforts and act with reasonable skill and care in providing the Services.

3. TERM

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 8.

4. FEES AND BILLING

Client shall pay Provider fees for the Services as set forth below. All fees are due in accordance with Provider's invoice and payment terms.

5. EXPENSES

Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in connection with the performance of Services, including but not limited to filing fees, courier and travel expenses, and third-party vendor charges, provided that Provider obtains Client's prior consent for any single expense in excess of .

6. CONFIDENTIALITY

Each Party shall keep confidential all non-public information disclosed by the other Party in connection with this Agreement and shall not use or disclose such information except as necessary to perform under this Agreement or as required by law. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the receiving Party without reference to Confidential Information.

7. CONFLICTS OF INTEREST

Provider shall use reasonable efforts to identify any conflicts of interest prior to or during representation. If a conflict arises that materially impairs Provider's ability to provide the Services, Provider shall promptly notify Client and may withdraw from representation in accordance with applicable professional obligations. Client acknowledges that Provider may represent other clients with interests not directly adverse to Client and that such representation does not constitute a conflict.

8. TERMINATION

Either Party may terminate this Agreement for convenience upon written notice to the other Party. In addition, either Party may terminate this Agreement immediately for cause if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments made prior to termination.

9. CLIENT RESPONSIBILITIES

Client shall cooperate with Provider, provide timely instructions and information, and make available personnel and documents as reasonably requested by Provider. Provider's obligations are contingent on Client's full and timely performance of these responsibilities.

10. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Provider has sole responsibility for payment of all compensation, taxes and benefits to its personnel and for compliance with all labor and employment laws applicable to them.

11. RECORDS AND AUDIT

Provider shall maintain records relating to the performance of the Services for a period of at least three (3) years following termination. Upon reasonable notice, Provider shall permit Client or Client's authorized representative to inspect records solely for the purpose of verifying fees and expenses billed to Client.

12. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, Provider's aggregate liability to Client arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim. In no event shall Provider be liable for consequential, incidental, special or punitive damages.

13. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice in accordance with this Section. Notices shall be deemed given when received in person, by courier, or three (3) days after deposit in the U.S. mail, postage prepaid, or upon confirmation of delivery of an electronic transmission when sent to a verified electronic address.

14. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless executed in writing by both Parties. No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver of such right, power or remedy.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of law principles.

16. ENTIRE AGREEMENT

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, proposals, representations and understandings, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that best effects the Parties' original intent.

18. 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 delivered by electronic means shall be effective as originals.

19. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The Parties agree to execute such further documents and take such further actions as may be reasonably necessary to carry out the provisions and purposes of this Agreement.

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