Legal Consultancy Agreement

LEGAL CONSULTANCY AGREEMENT

This Legal Consultancy Agreement (the Agreement) is made and entered into as of by and between Consultant Name: with principal place of business at and Client Name: with principal place of business at .

RECITALS

WHEREAS, Consultant is engaged in the business of providing legal consulting services, including but not limited to regulatory compliance, contract review, and litigation strategy; and

WHEREAS, Client desires to retain Consultant to provide legal consulting services as described in this Agreement and Consultant is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth in writing their respective rights and obligations with respect to such consulting services.

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

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby engages Consultant, and Consultant accepts such engagement, to provide the consulting services described in Section 1.2 on the terms set forth in this Agreement.

1.2 Scope of Services. Consultant shall perform the services set forth in the scope described below and any attachments hereto. Consultant will provide professional legal advice, analysis, document drafting and review, and other services as agreed by the parties.

2. TERM; TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Agreement.

2.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party.

2.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

3. FEES; PAYMENT

3.1 Fees. Client shall pay Consultant for services either (a) at the hourly rates set forth below, or (b) a fixed fee as set forth in the applicable statement of work. The parties shall indicate the applicable arrangement:

3.2 Invoicing and Payment. Consultant shall invoice Client monthly (or as otherwise agreed). Unless otherwise agreed in writing, Client shall pay undisputed invoices within thirty (30) days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. EXPENSES

Client shall reimburse Consultant for reasonable out-of-pocket expenses incurred in connection with the performance of services, provided that Consultant obtains Client's prior written approval for any single expense in excess of .

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. Each party shall (a) protect Confidential Information of the other using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

6. CONFLICTS AND INDEPENDENCE

Consultant represents that, to the best of Consultant's knowledge, Consultant's engagement by Client does not create a conflict of interest with Consultant's existing clients. If a potential conflict arises, Consultant will promptly disclose it to Client and the parties will attempt to resolve the matter in good faith.

Consultant is an independent contractor and is not an employee, agent, partner or joint venturer of Client. Consultant shall be responsible for all taxes and benefits applicable to Consultant.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Consultant grants Client a nonexclusive, nontransferable license to use deliverables produced under this Agreement solely for Client's internal business purposes. Consultant retains ownership of Consultant's preexisting intellectual property and methodologies. Any assignment of intellectual property shall be expressly set forth in a written statement signed by both parties.

8. RECORDS AND AUDIT

Consultant shall maintain complete and accurate records related to the services and fees for a period of three (3) years following termination. Client shall have the right, upon reasonable notice and during normal business hours, to inspect such records to verify invoices and compliance with this Agreement.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Consultant represents that services will be performed in a professional and workmanlike manner consistent with applicable professional standards.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

10.2 Limitation of Liability. Except for liability arising from willful misconduct or a party's breach of its confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, punitive or indirect damages. The aggregate liability of each party arising out of or in connection with this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement in the twelve (12) month period preceding the claim.

11. INSURANCE

Consultant shall maintain professional liability insurance in amounts adequate for the nature of the services provided. Upon Client's request, Consultant shall provide certificates evidencing such coverage.

12. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below or to such other address that a party may specify in writing.

13. AMENDMENTS; WAIVER; COUNTERPARTS

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

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to its conflicts of law principles. The parties agree that the state selected shall be:

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the parties' intent to the greatest extent permitted by law.

MISCELLANEOUS

If any party reasonably incurs attorneys' fees to enforce its rights under this Agreement, the prevailing party shall be entitled to recover such fees and costs as awarded by a court of competent jurisdiction.

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