Legal Core Package Agreement

LEGAL CORE PACKAGE AGREEMENT

This Legal Core Package Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: , a with principal address at (hereinafter "Client"), and Provider Name: , a with principal address at (hereinafter "Provider").

RECITALS

WHEREAS, Client desires to engage Provider to perform the legal services and deliverables described in this Agreement as the Legal Core Package, and Provider is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, Provider represents that it has the experience, personnel and qualifications necessary to provide the Core Package services and will perform such services in a professional and workmanlike manner consistent with generally accepted standards for comparable legal service providers; and

WHEREAS, the parties desire to set forth their mutual understandings and obligations concerning the scope, fees, deliverables, confidentiality, intellectual property and other material terms governing Provider's performance.

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

1. DEFINITIONS

1.1 Definitions. For purposes of this Agreement: (a) "Services" means the legal advisory, documentation, transactional support and related services described in Section 2; (b) "Deliverables" means any written materials, documents, templates and work product delivered to Client under this Agreement; (c) "Effective Date" means the date set forth above; and (d) "Confidential Information" means non-public information disclosed by one party to the other under this Agreement as further described in Section 7.

2. SCOPE OF SERVICES

2.1 Services. Provider shall perform the Services described below in accordance with the schedule and milestones set forth in this Agreement. Provider will devote commercially reasonable efforts and qualified personnel to perform the Services and will comply with applicable professional and ethical obligations.

3. DELIVERABLES; ACCEPTANCE

3.1 Deliverables. Provider will deliver the Deliverables described below. Each Deliverable will be accompanied by reasonable documentation and shall be deemed accepted by Client upon written confirmation or, absent written notice of material non-conformity within ten (10) business days after delivery, shall be deemed accepted.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth below in consideration for the Services and Deliverables. Fees are exclusive of taxes and reimbursable expenses unless otherwise stated.

4.2 Invoices and Payment Terms. Provider shall invoice Client in accordance with the payment schedule. Invoices are payable within thirty (30) days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

5. EXPENSES

5.1 Reimbursable Expenses. Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in connection with the performance of Services, provided that Provider obtains Client's prior written approval for any single expense in excess of the amount set forth below.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Section 6, shall continue for a period of months.

6.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of obligation to pay for Services performed and reimbursable expenses incurred prior to termination.

7. CONFIDENTIALITY

7.1 Duty of Confidentiality. Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party, except as required by law or to the extent necessary to perform under this Agreement. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

7.2 Exceptions. Confidential Information does not include information which (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was lawfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

8. INTELLECTUAL PROPERTY

8.1 Ownership of Preexisting Materials. Each party retains all right, title and interest in any materials owned or developed by such party prior to or outside the scope of this Agreement. Nothing in this Agreement transfers ownership of preexisting intellectual property.

8.2 Work Product. Except as otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to Deliverables created specifically for Client in the performance of the Services, subject to Client's payment of all amounts due under this Agreement. Provider may retain copies of Deliverables for recordkeeping and professional reference, provided such copies remain subject to the confidentiality obligations in Section 7.

9. WARRANTIES; DISCLAIMER

9.1 Mutual Warranties. Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that its performance will not violate any agreement with a third party.

9.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted professional standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

10.1 Provider Indemnity. Provider shall defend, indemnify and hold Client harmless from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence, willful misconduct or breach of its representations and warranties in this Agreement.

10.2 Client Indemnity. Client shall defend, indemnify and hold Provider harmless from and against any third-party claims, liabilities, losses and expenses arising from Client's misuse of the Deliverables, Client's violation of applicable law, or Client's breach of this Agreement.

11. LIMITATION OF LIABILITY

11.1 Limitation. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTION 7 (CONFIDENTIALITY) OR SECTION 10 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. NOTICES

12.1 Method. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed facsimile or email with confirmation of receipt, or three (3) business days after deposit in the United States mail, postage prepaid, to the addresses set forth below or to such other address as either party may designate by notice.

13. AMENDMENTS; WAIVER

13.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall a single or partial exercise of any right preclude any further exercise of that right.

14. GOVERNING LAW

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

15.1 Entire Agreement. This Agreement, together with any exhibits or attachments expressly incorporated hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, statements or representations, whether written or oral.

15.2 Severability. If any provision of this Agreement is held to be 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.

15.3 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 or scanned means shall be deemed original signatures for all purposes.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives.

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