Legal Collaboration Offer Agreement

LEGAL COLLABORATION OFFER AGREEMENT

This Legal Collaboration Offer Agreement (the Agreement) is entered into on by and between Party A Name: , an entity of the following type: Individual LLC Corporation Partnership, with principal place of business at ; and Party B Name: , an entity of the following type: Individual LLC Corporation Partnership, with principal place of business at .

RECITALS

WHEREAS, Party A possesses experience, expertise and resources in legal services, practice management and related legal support; and

WHEREAS, Party B possesses complementary legal expertise, client relationships, or technological resources suitable for collaborative engagement on matters specified herein; and

WHEREAS, Party A desires to extend an offer to Party B to collaborate under the terms and conditions set forth in this Agreement, and Party B desires to accept such offer subject to the conditions stated herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless otherwise defined herein, the following terms have the meanings indicated:

"Confidential Information" means non-public information disclosed by one party to the other in connection with the collaboration, whether oral, written or electronic, including but not limited to client information, legal strategies, drafts, fee structures, proprietary processes and business plans.

"Deliverables" means the tangible work product to be produced under this Agreement as further described in Section 3 and in the Project Scope field below.

2. OFFER AND ACCEPTANCE

2.1 Offer. Party A hereby offers to engage in the collaboration described in Section 3 on the terms set forth in this Agreement. The offer shall remain open for acceptance until (the Offer Period), unless earlier revoked in writing.

2.2 Acceptance. To accept the offer, Party B must execute this Agreement and deliver a signed copy to Party A prior to the expiration of the Offer Period. Acceptance by Party B constitutes a binding agreement subject to the terms herein.

3. SCOPE OF COLLABORATION

3.1 Responsibilities. Each party shall perform the tasks assigned to it in the Project Scope and Deliverables Description. Parties shall act in good faith, cooperate, and provide reasonably requested materials and access necessary for performance.

3.2 Project Management. The parties shall designate primary contacts for the collaboration and shall meet at mutually agreed intervals to review progress and resolve issues.

4. TERM AND TERMINATION

4.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated pursuant to this Section.

4.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination.

4.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

5. COMPENSATION AND EXPENSES

5.1 Reimbursement. Each party shall be responsible for its own costs and expenses incurred in performing its obligations hereunder, except to the extent that agreed reimbursable expenses are documented in the Compensation Terms and authorized in advance in writing.

6. CONFIDENTIALITY

6.1 Obligation. Each party shall maintain in strict confidence all Confidential Information disclosed by the other party and shall not use Confidential Information except to perform under this Agreement. The receiving party shall apply at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

6.2 Exclusions. Confidential Information does not include information that is: (a) already known to the receiving party without obligation of confidentiality at the time of disclosure; (b) becomes publicly known other than through the receiving party's breach; or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

6.3 Compelled Disclosure. If the receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party (to the extent legally permitted) and cooperate to seek a protective order or other appropriate remedy.

7. INTELLECTUAL PROPERTY

7.1 Pre-Existing IP. Each party retains all right, title and interest in and to intellectual property that it owned or developed prior to the Effective Date.

7.2 Works Produced. Intellectual property rights in Deliverables created jointly by the parties in the course of the collaboration shall be owned as follows: Jointly owned, subject to the licenses and use rights set forth in this Section, unless the parties execute a separate written assignment.

7.3 License. Each party grants to the other a non-exclusive, royalty-free license to use pre-existing materials solely to the extent necessary to perform the obligations under this Agreement and as reasonably necessary to exploit the Deliverables in accordance with any mutually agreed commercial terms.

8. REPRESENTATIONS, WARRANTIES AND COVENANTS

8.1 Mutual Representations. Each party represents and warrants that it has full corporate or individual power and authority to enter into and perform this Agreement, that the execution and performance will not violate any material agreement or applicable law, and that it will perform in a professional and workmanlike manner.

8.2 No Conflicts. Each party represents that, to the best of its knowledge, entering into this Agreement will not create a conflict of interest or breach any duty to third parties, including current clients, subject to applicable professional responsibility rules.

9. INDEMNIFICATION

9.1 Indemnification by Each Party. Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any and all third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) to the extent arising out of or resulting from the Indemnitor's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages. Except for a party's willful misconduct or indemnification obligations, neither party shall be liable to the other for any indirect, incidental, consequential, special or punitive damages arising out of this Agreement.

10.2 Cap on Liability. Except for liability arising from willful misconduct, fraud, or a party's indemnification obligations, each party's aggregate liability under this Agreement shall not exceed the total fees actually paid under this Agreement during the twelve (12) month period preceding the claim.

11. COMPLIANCE WITH LAW

Each party shall comply with all applicable laws, regulations and professional conduct rules in performing its obligations under this Agreement, including rules governing conflicts of interest, confidentiality and the unauthorized practice of law.

12. NOTICES

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

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No waiver shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified by the parties below without regard to conflict of law principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable.

16. MISCELLANEOUS

16.1 Relationship of the Parties. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, employment relationship or agency relationship, except as expressly provided for joint ownership of intellectual property where applicable.

16.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, provided that a party may assign this Agreement in connection with a merger, sale of substantially all its assets, or change of control provided that the assignee assumes all obligations hereunder.

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