Legal Contract Preparation

LEGAL CONTRACT PREPARATION AGREEMENT

This Legal Contract Preparation Agreement ("Agreement") is entered into as of by and between Client Name: with principal address at Client Address: (\"Client\") and Service Provider: with principal address at Provider Address: (\"Provider\").

RECITALS

WHEREAS, Client desires to engage Provider to prepare, review, and deliver one or more legally enforceable contracts and related documents as described in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, and professional capacity to perform the contract preparation, review, and drafting services described herein; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to such services.

NOW THEREFORE, in consideration of the mutual covenants and agreements 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 "Services" means the contract drafting, review, negotiation support, and related advisory work set forth in Section 2 and any Work Orders executed under this Agreement.

1.2 "Deliverables" means the written contracts, redlines, annotated documents, and final executed form delivered to Client in electronic or paper form.

2. SCOPE OF SERVICES

2.1 Provider will provide the Services described in the Work Description below and in any specific Work Order accepted by both parties. Provider shall perform Services in a professional and workmanlike manner consistent with industry practice and applicable professional standards.

3. FEES, EXPENSES AND PAYMENT

3.1 Fees for Services shall be payable as set forth in this Section. Unless otherwise agreed in writing, Client shall pay Provider for Services either on a flat-fee or hourly basis as selected by Client.

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

4. TERM AND TERMINATION

4.1 This Agreement shall commence on the Effective Date and shall continue until completion of the Services unless earlier terminated as provided herein.

4.2 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice.

4.3 Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination, and Provider shall deliver all completed Deliverables to Client upon receipt of such payment.

5. CONFIDENTIALITY

5.1 Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information 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 Each party shall: (a) protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not use such Confidential Information except to perform its obligations hereunder; and (c) not disclose such Confidential Information to any third party except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

5.3 Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is lawfully disclosed by a third party without restriction; or (d) is independently developed without use of the other party's Confidential Information. If disclosure is compelled by law, the receiving party shall provide prompt notice and cooperate with the disclosing party to seek a protective order.

6. WORK PRODUCT; INTELLECTUAL PROPERTY

6.1 Subject to Client's payment of all fees and expenses due, Provider assigns to Client all right, title and interest in the Deliverables created specifically for Client under this Agreement, excluding Provider's pre-existing materials and Provider's general templates, methodologies, know-how, and non-client specific form clauses ("Provider Materials"), which remain Provider's sole property.

6.2 Provider grants Client a perpetual, nonexclusive, royalty-free license to use any Provider Materials incorporated into the Deliverables solely as necessary to use the Deliverables for Client's internal business purposes.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents that it has full power and authority to enter into and perform this Agreement. Provider represents that the Services will be performed in a professional manner consistent with applicable legal and professional standards. Client represents that it has provided Provider with all material facts and documents necessary for Provider to perform the Services.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

9.2 THE AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO PROVIDER BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

Provider shall maintain professional liability insurance in customary amounts appropriate to the Services. Upon Client's request, Provider shall provide a certificate of insurance evidencing such coverage.

11. NOTICES

11.1 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 either party may specify in writing. Notices shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 This Agreement may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party to exercise any right shall operate as a waiver of such 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.

13. GOVERNING LAW; DISPUTE RESOLUTION

13.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to choice-of-law principles.

13.2 The parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved within thirty (30) days, the parties may pursue any remedy available at law or in equity in the courts of the jurisdiction specified above.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement, including any Work Orders and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

14.2 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

15. MISCELLANEOUS

15.1 Independent Contractor. Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Provider shall be solely responsible for payment of all taxes and benefits related to its personnel.

15.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

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