Legal Document Draft Renewal

Legal Document Draft Renewal

This Legal Document Draft Renewal Agreement (the Agreement) is entered into as of , by and between Client Name: and Service Provider Name: (each a Party and collectively the Parties).

RECITALS

WHEREAS, the Parties previously entered into a written agreement entitled dated , (the Original Agreement);

WHEREAS, the Original Agreement contemplated the preparation, delivery, or revision of one or more legal document drafts and certain obligations that were to survive or renew pursuant to its terms; and

WHEREAS, the Parties desire to renew and restate certain terms governing the provision of legal document drafting services, to set forth the renewed term, fees, and other material provisions.

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

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in the Original Agreement, except as otherwise defined herein. For purposes of this Renewal: "Renewal Term" means the period described in Section 2 below; "Draft Services" means the legal drafting, revision, and delivery obligations described in Section 3 below.

2. RENEWAL TERM

The term of the Original Agreement is hereby extended and renewed for a period commencing on , and ending on , (the Renewal Term), unless earlier terminated in accordance with the terms of the Original Agreement or this Agreement.

Automatic Renewal: If checked, the Renewal Term shall automatically extend for successive periods of unless either Party provides written notice of non-renewal at least days prior to the expiration of the then-current term.

3. SCOPE OF DRAFT SERVICES

During the Renewal Term, Service Provider shall perform the Draft Services described below. Service Provider shall perform such services in a professional and workmanlike manner consistent with applicable standards for attorneys, legal drafters, or contract professionals.

4. FEES AND PAYMENT

As consideration for the Draft Services, Client shall pay Service Provider the fees and expenses set forth below. All fees are payable in United States dollars unless otherwise agreed in writing.

5. CONFIDENTIALITY

Each Party shall maintain the confidentiality of the other Party's Confidential Information and shall not disclose such information except as expressly permitted in the Original Agreement or as required by law. Confidential Information includes drafts, work product, privileged communications, and business information reasonably understood to be confidential.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider hereby grants to Client a nonexclusive, royalty-free, perpetual license to use and reproduce the final delivered drafts for Client's internal business purposes. The Parties may confirm ownership by checking the box below.

Assignment of Drafts to Client: If checked, Service Provider assigns to Client all right, title and interest in and to the final delivered drafts, subject to the Original Agreement and applicable ethical obligations.

7. WARRANTIES; NO LEGAL ADVICE

Service Provider represents and warrants that it has the authority and competence to perform the Draft Services and that deliverables will conform to the specifications set forth in this Agreement. Client acknowledges that drafts do not constitute legal advice in jurisdictions where representation is required and that any use of the drafts for filing or negotiation is at Client's sole risk unless separate representation is engaged.

8. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses, or expenses (including reasonable attorneys' fees) arising from the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THIS RENEWAL DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

10. NOTICES

All notices 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 in writing.

11. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties below, without regard to conflict of laws principles.

13. ENTIRE AGREEMENT

This Agreement, together with the Original Agreement and any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a substitute provision that effects the original intent of the Parties to the extent possible.

15. 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 means shall be effective for all purposes.

16. MISCELLANEOUS

The Parties acknowledge that they have had the opportunity to seek independent legal counsel and that they have read and understand this Agreement. Headings are for convenience only and shall not affect interpretation.

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