Legal Business Law Agreement

LEGAL BUSINESS LAW AGREEMENT

This Legal Business Law Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal address at , and Service Provider Name: with principal address at (each a "Party" and together the "Parties").

Recitals

WHEREAS, Client desires to engage Provider to perform legal business law services described in this Agreement and Provider represents that it is duly qualified, licensed where applicable, and experienced to perform such services; and

WHEREAS, Provider agrees to perform such services for Client subject to the terms, conditions and limitations set forth below; and

WHEREAS, the Parties intend for this Agreement to set forth the full allocation of responsibilities, fees, confidentiality obligations and limitations of liability between them.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Definitions

Capitalized terms used in this Agreement shall have the meanings set forth herein. "Services" means the legal advisory, transactional, regulatory, compliance and related business law services described in Section 2. "Deliverables" means any written work product produced by Provider for Client under this Agreement.

2. Scope of Services

Provider shall perform the Services in a professional and timely manner consistent with applicable standards of practice. Provider may engage subcontractors where necessary provided Provider remains responsible for the performance of Services.

3. Term

The term of this Agreement shall commence on Commencement Date: and continue until Completion Date: unless earlier terminated in accordance with Section 10.

4. Fees and Payment

Unless otherwise agreed in writing, Client shall pay Provider according to the fee schedule set forth above. Hourly rates, if applicable, shall be compensated at Hourly Rate: per hour. A retainer in the amount of Retainer Amount: may be required and will be applied to final invoices.

Invoices are due within Payment Terms (days): days of receipt. Overdue amounts shall accrue interest at Late Interest Rate (% per annum): .

5. Expenses

Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in connection with the performance of Services, including filing fees, courier charges and third-party vendor fees, provided that Provider obtains Client approval for any single expense in excess of Expense Approval Threshold: .

6. Confidentiality

Each Party shall treat as confidential all non-public information disclosed by the other Party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that (a) is or becomes public through no fault of the receiving Party; (b) is rightfully received from a third party without obligation of confidentiality; or (c) is independently developed. The receiving Party shall use Confidential Information only to perform its obligations under this Agreement and shall protect it with the same degree of care used to protect its own confidential information, but in no event less than a reasonable degree of care.

7. Conflicts of Interest

Provider represents that to the best of its knowledge as of the Effective Date there are no conflicts that would prevent Provider from representing Client in the matters described in Section 2. Provider shall promptly disclose to Client any conflict that arises during the term and shall cooperate in implementing appropriate measures to address any conflict, which may include withdrawal from representation if required by applicable professional obligations.

8. Client Cooperation

Client shall provide Provider with timely access to information, documents and personnel necessary for Provider to perform the Services. Client acknowledges that Provider's performance is contingent on Client's timely cooperation and that delays caused by Client may affect fees and deadlines.

9. Records; Work Product

All Deliverables prepared by Provider for Client shall be considered work product and, upon payment of all fees and expenses due, ownership of final Deliverables shall transfer to Client. Provider shall retain internal working files, notes and privileged communications unless otherwise agreed; such retained materials remain Provider's property except to the extent delivery is required by law or by separate written agreement.

10. Termination

Either Party may terminate this Agreement for convenience upon Written Notice Period (days): days' written notice to the other Party. Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and fails to cure within Cure Period (days): days after written notice of such breach. Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination.

11. Representations and Warranties

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that Services will be performed with reasonable care and skill in accordance with applicable professional standards.

12. Indemnification

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party, its affiliates and their respective officers, directors and employees (the "Indemnitees") from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the Indemnifying Party's negligent acts, willful misconduct or breach of this Agreement.

13. Limitation of Liability

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of Provider for any claim arising under this Agreement shall not exceed Liability Cap: or the total fees paid by Client to Provider under this Agreement, whichever is greater.

14. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when personally delivered or three business days after deposit in the U.S. mail, postage prepaid, addressed to the Party at the address set forth below or at such other address as either Party may designate by notice to the other.

15. Amendments; Waiver

No amendment to this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. The waiver by either Party of any breach shall not constitute a waiver of any other breach.

16. Governing Law; Entire Agreement; Severability; Counterparts

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules. This Agreement, together with any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. Miscellaneous

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its business. Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship.

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