Legal Client Protection Clause

LEGAL CLIENT PROTECTION CLAUSE

This Legal Client Protection Clause (the "Clause") is made and entered into as of Effective Date: by and between Client Name: , an entity type: organized under the laws of , with principal place of business at ("Client"), and Service Provider Name: , an entity type: organized under the laws of , with principal place of business at ("Service Provider"). Client and Service Provider are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client maintains certain client relationships, client lists, contact information and related business opportunities (collectively, "Protected Clients") that are material to Client's business; and

WHEREAS, Service Provider provides services to Client and, in the course of performing services, may have access to Protected Clients and Confidential Information (as defined below); and

WHEREAS, the Parties desire to set forth certain protections to preserve Client's relationships and the value of Client's goodwill.

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

1. DEFINITIONS

1.1 "Protected Clients" means those clients, prospects or accounts of Client identified in writing to Service Provider prior to the Effective Date or during the Term, and any other clients with whom Service Provider has had material contact on behalf of Client. A non-exhaustive description of Protected Clients (by category or representative names) is set forth below:

1.2 "Confidential Information" means all non-public information disclosed by Client to Service Provider, whether oral, written or electronic, including client lists, pricing, business plans, trade secrets, contacts, and technical or financial information. Confidential Information does not include information that (a) is or becomes public through no breach of this Clause by Service Provider; (b) was rightfully in Service Provider's possession prior to disclosure; (c) is rightfully obtained by Service Provider from a third party without breach; or (d) is independently developed by Service Provider without use of Client's Confidential Information.

2. NON-SOLICITATION AND NON-CIRCUMVENTION

2.1 Non-Solicitation. During the Term of Service Provider's engagement with Client and for a period of following the termination or expiration of such engagement for any reason, Service Provider shall not, directly or indirectly, solicit, accept business from, contract with, or provide services to any Protected Client for services that are the same as or substantially similar to those provided by Client without Client's prior written consent.

2.2 Non-Circumvention. Service Provider shall not directly or indirectly assist any third party to circumvent Client in order to obtain business from Protected Clients or to otherwise interfere with Client's relationship with a Protected Client. Any attempt to redirect business or communications away from Client shall constitute a material breach of this Clause.

3. CONFIDENTIALITY

3.1 Duty of Confidentiality. Service Provider shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations for Client; and (c) not disclose Confidential Information to any third party except with Client's prior written consent or as required by law, provided Service Provider provides prompt notice to Client to the extent permitted by law.

3.2 Authorized Disclosures. Notwithstanding the foregoing, Service Provider may disclose Confidential Information to its employees, contractors or advisors who have a need to know such information and who are bound by confidentiality obligations at least as protective as those in this Clause. Service Provider remains liable for any breach by such persons.

4. OWNERSHIP; ASSIGNMENT OF WORK PRODUCT

4.1 Ownership. All client lists, contact information, goodwill, and any work product, deliverables, inventions, designs, reports or materials prepared by Service Provider for or on behalf of Client that relate to Protected Clients (collectively, "Work Product") shall be the sole property of Client. Service Provider hereby assigns and shall cause its personnel to assign to Client all right, title and interest in and to such Work Product.

4.2 Moral Rights. Service Provider waives to the extent permitted by law any moral rights in Work Product and will execute such instruments as Client reasonably requests to effectuate ownership.

5. RETURN OF MATERIALS

Upon termination of Service Provider's engagement or upon Client's written request, Service Provider shall promptly return or destroy, at Client's option, all Confidential Information and all materials containing or derived from Confidential Information and certify in writing that it has complied with this obligation.

6. REMEDIES; LIQUIDATED DAMAGES

6.1 Remedies. Service Provider acknowledges that damages at law may be an insufficient remedy for breach of Sections 2 or 3 and that Client shall be entitled to seek injunctive or equitable relief, specific performance and other relief without the necessity of posting bond, in addition to any other remedies available at law or equity.

6.2 Liquidated Damages. If Service Provider breaches Section 2 or 3, Service Provider agrees that Client may recover liquidated damages in the amount of for each identified Protected Client lost or solicited in breach of this Clause, which amount is a reasonable estimate of the anticipated harm and not a penalty.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Service Provider's breach of this Clause, negligent acts or willful misconduct.

7.2 Limitation. Except for (a) breaches of Sections 2 or 3, (b) willful misconduct, or (c) breaches of confidentiality that result in misappropriation of trade secrets, neither Party shall be liable to the other for special, consequential, incidental or punitive damages.

8. TERM; SURVIVAL

8.1 Term. This Clause shall commence on the Effective Date and shall remain in effect during the term of Service Provider's engagement with Client and for the post-engagement period specified in Section 2.1.

8.2 Survival. All obligations that by their nature are intended to survive termination or expiration (including Sections 1, 2, 3, 4, 6 and 7) shall survive.

9. NOTICES

Notices to Client (address for service of notices):

Notices to Service Provider (address for service of notices):

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the mail, postage prepaid, to the addresses provided above or as updated in writing by a Party.

10. AMENDMENTS; WAIVER

No amendment or modification of this Clause shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any breach shall constitute a waiver of any other breach or of the same breach at a later time.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

11.1 Governing Law. This Clause shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

11.2 Entire Agreement. This Clause constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

11.3 Severability. If any provision of this Clause is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that most nearly effects the Parties' original intent.

11.4 Counterparts. This Clause 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. Facsimile or electronic signatures shall be binding for all purposes.

12. ADDITIONAL REPRESENTATIONS

Each Party represents and warrants that it has the full power and authority to enter into this Clause, that the person signing below is duly authorized to bind the Party, and that the execution and performance of this Clause do not violate any other agreement to which the Party is bound.

Sign Now