Legal Cozen Agreement

LEGAL COZEN AGREEMENT

This Legal Cozen Agreement (the "Agreement") is entered into as of Date: by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Provider"). Client and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client desires to engage Provider to perform certain legal advisory, documentation, and related professional services described herein; and

WHEREAS, Provider represents that it possesses the requisite experience, professional qualifications, and capacity to furnish such services and has agreed to provide such services to Client under the terms set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to establish their respective rights and obligations with respect to the services, fees, confidentiality, intellectual property, indemnity and other matters set forth below.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Services" means the legal advisory, drafting, review, representation and related tasks described in Section 2. "Confidential Information" means information disclosed by either Party that is marked or reasonably understood to be confidential, including but not limited to business information, legal strategies, client lists, fee structures and non-public work product.

2. SCOPE OF SERVICES

Provider shall furnish the Services described as follows. Provider shall perform the Services in a professional and workmanlike manner in accordance with applicable professional standards and ethical obligations.

3. FEES AND PAYMENT

Client shall pay Provider fees in accordance with the schedule set forth below. Fees shall be due and payable in U.S. dollars and are exclusive of applicable taxes unless otherwise stated.

4. TERM; TERMINATION

This Agreement shall commence on the Effective Date set forth above and shall continue until the Services are completed or until terminated as provided herein.

Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within days after receipt of written notice.

5. CONFIDENTIALITY

Each Party shall keep Confidential Information in strict confidence and shall not use or disclose such information except as necessary to perform this Agreement or as required by law. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) is lawfully received from a third party without restriction, or (c) is independently developed without reference to Confidential Information.

6. INTELLECTUAL PROPERTY

Except as expressly provided herein, Provider hereby grants to Client a non-exclusive, non-transferable, royalty-free license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes. Provider retains all rights in pre-existing materials and general know-how. To the extent any deliverable constitutes a work for hire under applicable law, it shall be deemed owned by Client; if not work for hire, Provider assigns to Client all right, title and interest in such deliverable upon full payment of fees.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that its performance will conform to applicable professional standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

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

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED OR THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT, WHICHEVER IS LOWER.

10. INSURANCE

Provider shall procure and maintain, at its expense, insurance coverage with carriers of recognized standing adequate to cover Provider's liabilities under this Agreement. Minimum coverage limits: Professional Liability .

11. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below by hand, nationally recognized overnight courier, or first-class mail (postage prepaid).

12. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

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 means (including `.pdf` or image files) shall be deemed original for all purposes.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral. If any provision of this Agreement is determined to be invalid or unenforceable, such determination shall not affect the remaining provisions, which shall remain in full force and effect.

16. MISCELLANEOUS

The Parties acknowledge that they have the opportunity to seek independent legal counsel prior to executing this Agreement. Headings are for convenience only and shall not affect interpretation. Any provision requiring performance after termination shall survive termination.

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