Legal Contract Request

LEGAL CONTRACT REQUEST

This Legal Contract Request (the "Request") is made effective as of Effective Date: by and between Requesting Party Name: , Address: , and Service Provider Name: , Address: .

RECITALS

WHEREAS, Requesting Party seeks preparation, negotiation and delivery of a written contract concerning the business arrangement described herein and requires professional drafting and advisory services from Service Provider for that purpose; and

WHEREAS, Service Provider represents that it has the requisite expertise to prepare the requested form(s) of agreement, to advise on material terms, and to deliver draft and final contract documents in accordance with the schedule set forth below; and

WHEREAS, the parties desire to set forth the Request's scope, deliverables, fees and other terms governing the engagement to produce the requested contract.

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

1. DEFINITIONS

For purposes of this Request, the following terms shall have the following meanings: "Draft" means an interim version of the requested contract provided for review; "Final Contract" means the fully executed agreement prepared pursuant to this Request; "Deliverable" means any draft, schedule, redline, or ancillary document produced by Service Provider under this Request.

2. SCOPE OF REQUEST

Service Provider shall prepare and deliver a written contract of the following type (select all that apply):

Nondisclosure Agreement Service Agreement License Agreement

Sale/Purchase Agreement Employment/Offer Letter Other:

3. DELIVERABLES AND MILESTONES

Service Provider shall provide the following deliverables and adhere to the following milestones unless otherwise agreed in writing:

4. FEES, ESTIMATES AND PAYMENTS

The parties acknowledge that fees for drafting and related advisory work shall be charged as set forth below. Any fee estimate is an estimate only and is not a fixed fee unless expressly stated in writing.

5. CONFIDENTIALITY

All non-public information provided by Requesting Party to Service Provider for the purpose of drafting the requested contract shall be treated as confidential. Service Provider shall not disclose such information except as required by law or with prior written consent of Requesting Party. This confidentiality obligation survives termination of this Request.

6. CONFLICTS OF INTEREST AND DISCLOSURES

Service Provider shall promptly disclose any material conflict of interest of which it becomes aware that would materially impair Service Provider's ability to represent Requesting Party in the preparation or negotiation of the requested contract. Service Provider shall not proceed if an unwaivable conflict exists without express written consent of Requesting Party.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, drafting conventions, templates, and work product created by Service Provider in connection with this Request shall remain the intellectual property of Service Provider, subject to a license to Requesting Party to use the Final Contract for its intended business purpose. Specific ownership arrangements shall be set forth in any subsequent engagement letter.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into this Request; (b) the individual executing below is duly authorized to bind the signing party; and (c) all information provided to Service Provider is, to the best of the providing party's knowledge, true and accurate in all material respects.

9. ACCEPTANCE, REVIEW AND REVISIONS

Requesting Party shall review each Draft and provide consolidated comments within five (5) business days of receipt unless otherwise agreed. Service Provider shall perform up to two rounds of revision within the fee estimate. Additional revisions shall be billed at the agreed hourly rate or as otherwise negotiated in writing.

10. TERMINATION OF REQUEST

Either party may terminate this Request upon written notice to the other. Upon termination, Requesting Party shall pay Service Provider for all work reasonably performed through the termination date, including any non-refundable expenses incurred.

11. NOTICES

All notices required or permitted under this Request shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as a party may designate in writing. Notice shall be effective upon personal delivery, overnight courier delivery, or three (3) days after deposit in the mail with first-class postage prepaid.

12. GOVERNING LAW; VENUE

This Request shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below. The parties consent to the exclusive jurisdiction of the state and federal courts located in the selected jurisdiction for any dispute arising from or relating to this Request.

13. ENTIRE AGREEMENT; AMENDMENT; WAIVER; SEVERABILITY

This Request constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications. Any amendment to this Request must be in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

This Request may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

15. ADDITIONAL INFORMATION

CERTIFICATION OF AUTHORITY

By signing below, each signing party certifies that the signer is authorized to execute this Request on behalf of the party, that the information supplied herein is true and correct to the best of the signing party's knowledge, and that the party agrees to the terms set forth herein.

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