Legal Coordinator Agreement

Legal Coordinator Agreement

This Legal Coordinator Agreement ("Agreement") is entered into as of by and between Client Name: whose principal place of business or residence is at , and Legal Coordinator Name: whose principal place of business or residence is at .

Recitals

WHEREAS, Client requires coordination of legal matters, including but not limited to document management, scheduling of legal proceedings, liaison with outside counsel, and oversight of deliverables (the "Services"); and

WHEREAS, Coordinator represents that Coordinator has the experience, personnel and resources necessary to perform the Services and is willing to provide such Services under the terms and conditions set forth in this Agreement; and

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

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

1. Services

1.1 Scope. Coordinator shall perform the Services described in this Section and any Statement of Work signed by the parties. Coordinator shall perform the Services in a professional manner consistent with industry standards and applicable law.

2. Term

2.1 Commencement and Duration. The term of this Agreement shall commence on the effective date set forth above and shall continue for a period of unless earlier terminated in accordance with Section 12.

3. Compensation

3.1 Fees. Client shall pay Coordinator fees in accordance with the schedule set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

3.2 Invoicing and Payment. Coordinator shall submit invoices monthly unless otherwise agreed. Client shall pay undisputed invoices within days of receipt. Invoices shall itemize Services rendered and reimbursable expenses.

4. Expenses

Coordinator shall be reimbursed for reasonable out-of-pocket expenses pre-approved by Client. Reimbursement requires submission of supporting receipts and shall be paid in accordance with Section 3.2. Client’s prior written approval is required for any single expense exceeding .

5. Independent Contractor

Coordinator is an independent contractor and not an employee, agent or partner of Client. Coordinator shall have no authority to bind Client except as expressly authorized in writing. Coordinator is solely responsible for all taxes, withholdings and other statutory obligations.

6. Confidentiality

6.1 Definition. "Confidential Information" means all non-public information disclosed by either party in connection with this Agreement, whether written, oral or electronic, 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.

6.2 Obligation. Coordinator shall (a) use Confidential Information solely to perform the Services; (b) restrict disclosure to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information.

6.3 Exceptions. Confidential Information does not include information that is (i) known to the recipient without restriction prior to disclosure; (ii) becomes publicly available through no breach of this Agreement; (iii) is rightfully received from a third party without restriction; or (iv) independently developed without use of Confidential Information.

7. Conflicts of Interest

Coordinator represents that, to the best of Coordinator’s knowledge, no conflict of interest exists. Coordinator shall promptly disclose any actual or potential conflict to Client. If a material conflict cannot be resolved, Client may terminate this Agreement pursuant to Section 12.

8. Records; Audit

Coordinator shall keep complete and accurate records relating to Services and expenses for a period of three (3) years following termination. Client may audit such records upon reasonable prior notice and during normal business hours.

9. Intellectual Property; Work Product

Unless otherwise agreed in writing, all original work product created by Coordinator in the performance of the Services shall be the property of Client upon full payment. Coordinator hereby assigns to Client all right, title and interest in such work product, subject to pre-existing rights of third parties and Coordinator’s retained general skills and know-how.

10. Insurance

Coordinator shall maintain insurance coverage appropriate to the Services, including commercial general liability and professional liability insurance with limits not less than per occurrence or as otherwise agreed. Upon request, Coordinator shall provide certificates of insurance evidencing such coverage.

11. Indemnification

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party’s gross negligence, willful misconduct or breach of this Agreement, except to the extent caused by the indemnified party’s negligence or willful misconduct. Indemnification obligations are conditioned upon prompt notice and reasonable cooperation of the indemnified party.

12. Termination

12.1 For Cause. 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.

12.2 For Convenience. Either party may terminate for convenience upon days' prior written notice to the other. Upon termination, Client shall pay Coordinator for Services performed and approved expenses incurred through the effective date of termination.

13. Notices

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

14. Amendments

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No course of performance, course of dealing or usage of trade shall modify this Agreement.

15. Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the right to enforce it later.

16. Governing Law

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

17. Entire Agreement

This Agreement, together with any exhibits or Statements of Work attached hereto, 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.

18. Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent of the parties.

19. Counterparts

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. Signatures delivered by electronic transmission shall be deemed original signatures for all purposes.

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