Legal Contract Rewrite

LEGAL CONTRACT REWRITE AGREEMENT

THIS LEGAL CONTRACT REWRITE AGREEMENT (the Agreement) is entered into as of Effective Date: by and between Client Name: with Address: (Client), and Rewriting Party Name: with Address: (Contractor).

RECITALS

WHEREAS, Client is party to a written contract identified as Title of Original Contract: dated Original Contract Date: (Original Contract); and

WHEREAS, Client desires that Contractor perform a rewrite, redraft and editorial revision of the Original Contract in accordance with the specifications and standards set forth herein; and

WHEREAS, Contractor represents that it has the skill, experience and capacity to perform such rewrite services and to deliver rewritten contract documents conforming to the requirements set forth below.

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

1. SCOPE OF SERVICES

1.1 Scope. Contractor shall review the Original Contract and produce a rewritten contract (Rewritten Contract) that reflects the Client's instructions and the standards set out in this Agreement. Services shall include legal drafting, reorganization of provisions, clarification of ambiguous terms, correction of inconsistency, and insertion of provisions expressly requested by Client. Client instructions and priorities:

1.2 Exclusions. Contractor will not provide legal opinion or legal advice beyond drafting and redrafting requested language unless separately retained to do so. Any legal interpretation required by Client shall be obtained from Client's counsel.

2. DELIVERABLES; TIMELINE; ACCEPTANCE

2.1 Deliverables. Contractor shall deliver the following items: (a) a marked draft showing tracked changes and comments; (b) a clean final version in editable format; and (c) a brief memorandum summarizing substantive changes and risks. Required deliverables description:

2.2 Acceptance. Client shall have Acceptance Period (in days): days after delivery to review and either accept or provide written comments. If Client provides comments, Contractor shall undertake up to Number of Revisions: revisions; additional revisions will be billed as provided in Section 3.

3. COMPENSATION; EXPENSES; TAXES

3.1 Fees. Client shall pay Contractor Fees: payable as follows: Payment Schedule:

3.2 Expenses. Client shall reimburse pre-approved out-of-pocket expenses reasonably incurred by Contractor in connection with the services upon submission of supporting documentation.

3.3 Late Payment. Overdue amounts shall accrue interest at Late Payment Rate:

4. INTELLECTUAL PROPERTY

4.1 Ownership. Except for Contractor's pre-existing materials and tools, all right, title and interest in the Rewritten Contract and deliverables created exclusively pursuant to this Agreement shall be assigned to Client upon full payment of fees. Contractor hereby irrevocably assigns to Client all copyrights and other intellectual property rights in such deliverables.

4.2 License Back. Contractor retains a non-exclusive, non-transferable license to use general drafting techniques and know-how, but not the Client-specific confidential information or the final contract language for any third-party use without Client's written consent.

5. CONFIDENTIALITY

5.1 Confidential Information. Each party acknowledges that in performing under this Agreement it may receive Confidential Information of the other. Confidential Information means non-public information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. The receiving party shall: (a) maintain the confidentiality of Confidential Information 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 obligations under this Agreement; and (c) not disclose Confidential Information except to its employees, agents or advisors on a need-to-know basis who are bound by confidentiality obligations.

5.3 Exceptions. Confidential Information does not include information that is: (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the other party's Confidential Information.

6. REPRESENTATIONS; WARRANTIES

6.1 Contractor represents and warrants that it will perform services in a professional and workmanlike manner and that the deliverables will be original to Contractor and will not knowingly infringe any third-party intellectual property rights. Client represents that it has authority to disclose the Original Contract and to request the services described herein.

6.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

7.1 Contractor Indemnity. Contractor shall indemnify, defend and hold harmless Client from and against any third-party claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of Contractor's breach of its representations or a claim that deliverables infringe a third party's intellectual property rights, provided Client gives prompt written notice and reasonable cooperation.

7.2 Client Indemnity. Client shall indemnify and hold Contractor harmless from claims arising from Client-provided factual content, instructions, or failure to disclose material facts relevant to the rewrite.

8. LIMITATION OF LIABILITY

8.1 Limitation. Except for liability arising from willful misconduct, gross negligence or indemnification obligations, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total fees paid by Client to Contractor under this Agreement.

8.2 Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. TERM; TERMINATION; EFFECTS OF TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues until completion of the services unless earlier terminated under this Section.

9.2 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure the breach within Cure Period (days): days after written notice.

9.3 Payment on Termination. Upon termination, Client shall pay Contractor for all services performed and approved expenses incurred through the effective date of termination.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized courier, and shall be effective upon receipt.

11. AMENDMENTS; WAIVER

11.1 Amendments. This Agreement may be amended or modified only by a writing signed by both parties.

11.2 Waiver. No waiver of any provision will be effective unless in writing and signed by the waiving party. A failure or delay to enforce any right will not operate as a waiver.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of Governing State: excluding its conflicts of law principles. The parties consent to exclusive jurisdiction and venue in the courts located in the governing jurisdiction.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision.

14. MISCELLANEOUS

14.1 Independent Contractor. Contractor is an independent contractor and not an employee, partner or agent of Client. Contractor is solely responsible for all taxes and withholdings related to fees paid hereunder.

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

SIGNATURES

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