Legal Document for Dimitri Kumsishvili

Legal Services Agreement — Dimitri Kumsishvili

This Legal Services Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: with mailing address , and Service Provider Name: with mailing address (each a Party and collectively the Parties).

RECITALS

WHEREAS, Client requires legal advisory and representation services related to matters described in Section 1 below; and

WHEREAS, Service Provider is duly qualified and experienced to provide such legal services and is willing to provide those services on 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 engagement of Service Provider by Client.

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. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby engages Service Provider to perform legal services as set forth in this Agreement, and Service Provider accepts such engagement on the terms and conditions contained herein.

1.2 Scope. Service Provider will provide the following services:

1.3 Exclusions. Services do not include representation in matters not specifically listed in the scope above unless the Parties execute a written amendment authorizing such additional work.

2. TERM

This Agreement commences on the Effective Date and continues until the completion of the Services or termination in accordance with Section 10. Unless earlier terminated, the initial term shall be for months.

3. COMPENSATION; PAYMENT

3.1 Fees. Client shall pay Service Provider fees as follows: hourly rates of per hour, flat fees, or other fees as set forth in an attached statement of work. Any fee estimate is not a cap unless expressly stated in writing.

3.2 Invoices and Payment Terms. Service Provider will invoice Client monthly. Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest at a rate of and Service Provider may suspend performance after thirty (30) days' written notice of nonpayment.

3.3 Expenses. Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in connection with the Services, including filing fees, courier charges, and travel, subject to prior approval for any single expense exceeding .

4. CONFIDENTIALITY

4.1 Confidential Information. Each Party acknowledges that in the course of performance it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or by its nature should be treated as confidential.

4.2 Non-Disclosure; Use. Each Party shall hold Confidential Information in confidence, shall not disclose it to third parties except to permitted representatives on a need-to-know basis, and shall use the Confidential Information solely to perform its obligations under this Agreement.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving Party; or (d) is required to be disclosed by law, provided the receiving Party gives prompt notice to the disclosing Party and cooperates to seek a protective order or other remedy.

5. INTELLECTUAL PROPERTY

5.1 Background IP. Each Party retains all right, title and interest in any intellectual property owned or developed by such Party prior to or independent of this Agreement.

5.2 Work Product. Unless otherwise agreed in a written statement of work, Service Provider assigns to Client all right, title and interest in deliverables created specifically for Client under this Agreement, subject to Client's payment of all fees due. Service Provider retains the right to use general know-how, skills, and experience acquired during the engagement provided no Confidential Information is disclosed.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the authority to enter into this Agreement and that its performance will not violate any agreement with a third party. Service Provider further represents that it will perform services in a professional and workmanlike manner consistent with applicable professional standards.

7. INDEMNIFICATION

Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney fees) arising out of the Indemnifying Party's breach of this Agreement, negligence, wilful misconduct, or violation of law. The Indemnified Party must provide prompt written notice of any claim and reasonably cooperate in the defense at the Indemnifying Party's expense.

8. LIMITATION OF LIABILITY

Except for liability arising from a Party's wilful misconduct, fraud, or obligations under Section 7 (Indemnification), neither Party shall be liable to the other for any incidental, consequential, special or punitive damages. The total aggregate liability of either Party for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

9. DATA PROTECTION

Each Party shall comply with applicable data protection and privacy laws in processing personal data in connection with the Services. The Parties will implement reasonable technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental loss, destruction or damage.

10. TERMINATION

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

10.2 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

10.3 Effect of Termination. Upon termination, Service Provider shall cease work and submit a final invoice for all services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and Survival shall survive termination.

11. NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by overnight courier to the addresses set forth below or to such other address as a Party may designate by notice:

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment to this Agreement will be effective unless it is in writing and signed by authorized representatives of both Parties. No waiver of any breach will constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which constitutes an original, and all of which collectively constitute one instrument. Signatures transmitted by electronic means are effective as originals.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction indicated below without regard to conflict of law principles. The Parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if the Parties mutually agree, or otherwise by the courts located in the chosen jurisdiction.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any statements of work or exhibits executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the Parties shall negotiate in good faith to substitute a valid and enforceable provision that most closely reflects the Parties' original intent.

15. MISCELLANEOUS

The Parties are independent contractors and nothing in this Agreement will create an agency, partnership, joint venture, or employment relationship. Headings are for convenience only and do not affect interpretation. Time is of the essence for all obligations in this Agreement.

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