Legal Communication Strategy Contract

LEGAL COMMUNICATION STRATEGY CONTRACT

This Legal Communication Strategy Contract (the "Agreement") is made effective as of Month Day Year , by and between Client Name: (Entity Type: Individual Corporation LLC Other ) with principal address: and Consultant Name: (Entity Type: Individual Corporation LLC Other ) with principal address: .

RECITALS

WHEREAS, Client seeks strategic counsel and operational support in developing, refining, and implementing communication plans, messaging, and stakeholder engagement related to legal matters, regulatory proceedings, and public-facing legal communications; and

WHEREAS, Consultant possesses expertise in legal communications strategy, media relations, and risk-sensitive messaging and is willing to provide such services to Client on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services described below.

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

1. DEFINITIONS

In this Agreement, unless the context requires otherwise:

"Services" means the communication strategy, counsel, drafting, stakeholder messaging, media guidance, training, and related activities to be provided by Consultant as described in Section 2.

"Deliverables" means tangible items or written outputs produced by Consultant for Client pursuant to this Agreement, including reports, talking points, press materials, and playbooks.

"Confidential Information" means all non-public business, legal, strategic, personal, or technical information disclosed by a party that is marked or reasonably understood to be confidential.

2. SCOPE OF SERVICES

Consultant shall provide Services as set forth in the description below. The Services shall include, without limitation, strategic assessment, message development, media relations planning, counsel on external statements, preparation of written Deliverables, and training of designated Client personnel.

3. DELIVERABLES AND TIMELINE

Consultant shall deliver Deliverables according to the schedule agreed by the parties. Deliverables shall be subject to acceptance by Client as set forth below.

4. FEES, EXPENSES AND PAYMENT

As consideration for Services, Client shall pay Consultant the fees and reimburse allowable expenses in accordance with this Section. All fees are exclusive of taxes, unless otherwise agreed in writing.

Client will reimburse reasonable, preapproved out-of-pocket expenses. Expense Cap (if any):

5. CHANGE ORDERS

Any material change to the Scope of Services shall be documented in a written change order signed by authorized representatives of both parties and shall include any adjustments to fees, schedule, and Deliverables.

6. CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall use such Confidential Information solely to perform its obligations under this Agreement. Confidential Information shall not include information that is (a) publicly available other than by breach of this Agreement, (b) rightfully received from a third party without obligation of confidentiality, or (c) independently developed without reference to Confidential Information.

Notwithstanding the foregoing, Consultant may make disclosures to its personnel and professional advisors on a need-to-know basis, provided they are bound by confidentiality obligations at least as protective as those in this Agreement. If Consultant is compelled by law to disclose Confidential Information, Consultant shall provide Client prompt written notice so Client may seek protective relief.

7. INTELLECTUAL PROPERTY

Consultant shall retain ownership of its preexisting intellectual property and methodologies ("Background IP"). Subject to full payment of fees due, Consultant grants Client a non-exclusive, non-transferable license to use the Deliverables for Client's internal purposes related to the matter described in this Agreement. If the parties agree that specific Deliverables are to be assigned to Client, such assignment will be set forth in a written amendment that identifies the Deliverable and any associated fee.

8. COMPLIANCE WITH LAWS; ETHICAL CONSIDERATIONS

Consultant shall perform Services in compliance with applicable laws, regulations, and ethical obligations. Consultant does not provide legal advice and will coordinate with Client’s legal counsel as necessary. Client remains responsible for legal strategy and for ensuring that any public statements are consistent with legal advice provided by Client’s counsel.

9. REPRESENTATIONS AND WARRANTIES

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Consultant represents that it will perform Services in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of that party's breach of this Agreement, gross negligence or willful misconduct.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO CONSULTANT UNDER THIS AGREEMENT.

12. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for an initial term of unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if such breach is not cured within days after written notice specifying the breach.

13. EFFECT OF TERMINATION

Upon termination, Client shall pay Consultant for Services performed and expenses incurred through the effective date of termination. Consultant shall deliver to Client any completed Deliverables and work in progress. Client shall, upon request, return or destroy Consultant's Confidential Information. Final invoices shall be due within days of receipt.

14. NOTICES

All notices 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 specify in writing. Notices are effective upon personal delivery, three (3) days after deposit in the mail (first-class, postage prepaid), or upon confirmed electronic transmission.

15. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver of that right.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

17. ENTIRE AGREEMENT

This Agreement, including all attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written.

18. SEVERABILITY

If any provision of this Agreement 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 to replace the invalid provision with a valid provision that achieves, to the extent possible, the original business purpose.

19. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

20. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, strikes, acts of government, or other force majeure events. The affected party shall notify the other promptly and use commercially reasonable efforts to resume performance.

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