Legal Design Agreement

LEGAL DESIGN AGREEMENT

This Legal Design Agreement ("Agreement") is entered into as of by and between Client Name: , Client Address: (the "Client"), and Designer Name: , Designer Address: (the "Designer"). Client and Designer are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client seeks to engage Designer to provide legal design services, including but not limited to document design, template creation, information architecture, user interface and visual presentation of legal materials, and related consulting (collectively, the "Services");

WHEREAS, Designer represents that Designer has the professional skill and experience to perform the Services and desires to provide such Services to Client on the terms and conditions set forth in this Agreement;

WHEREAS, the Parties intend by this Agreement to define their respective rights and obligations with respect to the Services and the resulting work product.

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

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby engages Designer, and Designer accepts such engagement, to perform the Services described in this Agreement and any Work Orders executed under this Agreement. Designer shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. DELIVERABLES; TIMELINE

2.1 Deliverables. Designer shall deliver to Client the tangible and electronic deliverables set forth in the applicable Work Order (the "Deliverables"). Deliverables shall conform to the specifications and acceptance criteria set forth in the applicable Work Order.

2.2 Schedule. Commencement Date: . Target Completion Date: . Time is of the essence with respect to the schedule only to the extent expressly stated in a Work Order.

3. FEES; PAYMENT

3.1 Fees. Client shall pay Designer the fees described in the applicable Work Order. Fees may be fixed or hourly as specified below.

Fixed fee: $

Hourly: $ per hour; Estimated hours:

3.2 Expenses. Client shall reimburse Designer for preapproved out-of-pocket expenses incurred in connection with performance of the Services. Preapproval is required for any single expense exceeding $ .

4. CHANGES; ADDITIONAL SERVICES

4.1 Change Orders. Any change to the Services or Deliverables must be documented in a written change order executed by authorized representatives of both Parties. Change orders shall set forth the proposed changes, impact on schedule, and any adjustment to fees.

5. INTELLECTUAL PROPERTY

5.1 Ownership of Preexisting Materials. Each Party retains all right, title and interest in and to materials and intellectual property owned by such Party prior to the Effective Date or developed independently of this Agreement ("Preexisting Materials"). To the extent Designer incorporates any Preexisting Materials into Deliverables, Designer grants Client a non-exclusive, worldwide, royalty-free license to use such Preexisting Materials solely as incorporated in the Deliverables as provided under this Agreement.

5.2 Assignment of Deliverables. Subject to Client's payment of all amounts due, Designer hereby irrevocably assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement, including all copyrights and other intellectual property rights, excluding Designer's Preexisting Materials and any third-party materials. Designer shall execute documents reasonably necessary to effectuate such assignment.

5.3 Portfolio and Credits. Designer may display Deliverables and describe the engagement in Designer's portfolio and marketing materials unless Client checks the box below to prohibit such use.

Designer may use Deliverables in portfolio and marketing materials. Designer may not use Deliverables in portfolio or marketing materials.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means nonpublic information disclosed by one Party to the other 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, including client data, legal strategies, drafts, and proprietary processes.

6.2 Obligations. The receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict access to Confidential Information to those employees, contractors or agents who need access to perform the Services and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) not disclose Confidential Information to any third party without the disclosing Party's prior written consent.

6.3 Exceptions. Confidential Information does not include information that (i) is or becomes generally known to the public other than through a breach by the receiving Party; (ii) was known to the receiving Party prior to disclosure; or (iii) is rightfully obtained by the receiving Party from a third party without restriction.

7. REPRESENTATIONS & WARRANTIES; DISCLAIMER

7.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Designer Warranty. Designer warrants that Deliverables will be original to Designer and, to Designer's knowledge, will not infringe the intellectual property rights of any third party. Designer's sole obligation for any breach of this warranty shall be, at Designer's option, to (a) procure for Client the right to use the Deliverable, (b) replace or modify the Deliverable to make it non-infringing, or (c) if neither (a) nor (b) is commercially reasonable, refund fees paid for the infringing Deliverable.

7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.2, DESIGNER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Designer. Designer shall defend, indemnify and hold harmless Client from and against any third-party claims alleging that the Deliverables infringe intellectual property rights of a third party, provided that Client (a) gives Designer prompt written notice of the claim, (b) permits Designer to control the defense and settlement of the claim, and (c) provides reasonable cooperation.

8.2 Indemnification by Client. Client shall indemnify and hold harmless Designer from and against claims arising from Client's use of the Deliverables in a manner not authorized by this Agreement or from Client-provided materials.

8.3 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID BY CLIENT TO DESIGNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. TERM; TERMINATION

9.1 Term. This Agreement commences on the Agreement Date and continues until the Services are completed or this Agreement is earlier terminated in accordance with this Section 9.

9.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

9.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

9.4 Effect of Termination. Upon termination, Client shall pay Designer for all Services performed and expenses incurred through the effective date of termination. Sections pertaining to intellectual property, confidentiality, indemnification, limitation of liability, governing law, and payment shall survive termination.

10. NOTICES

All notices, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice in accordance with this Section.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties.

11.2 Waiver. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default. Any waiver must be in writing and signed by the waiving Party.

11.3 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. Electronic or facsimile signatures shall be binding for all purposes.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12.2 Entire Agreement. This Agreement, together with any Work Orders and change orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral.

12.3 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 valid substitute provision that achieves the Parties' original intent.

13. MISCELLANEOUS

13.1 Independent Contractor. Designer is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency, joint venture or partnership relationship between the Parties.

13.2 Subcontracting. Designer may engage subcontractors to perform Services but shall remain responsible for their acts and omissions and compliance with the terms of this Agreement.

13.3 Taxes. Each Party shall be responsible for its own taxes arising from the performance of this Agreement.

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