Legal Document for Karen Ventura

LEGAL SERVICES AGREEMENT

This Legal Services Agreement ("Agreement") is made as of , between Client Name: (the "Client") and Service Provider Name: (the "Provider").

RECITALS

WHEREAS, Client desires to retain Provider to perform legal or professional services described herein and Provider has represented that Provider has the experience, qualifications and staff necessary to perform such services; and

WHEREAS, Provider is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the terms of their working relationship be set forth in a written agreement that allocates risks, responsibilities and compensation.

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

1. SCOPE OF SERVICES

1.1 Services. Provider shall perform the services described in the attached Statement of Work or, if none is attached, as further described below:

1.2 Performance. Provider shall perform the Services in a timely, professional and workmanlike manner in accordance with industry standards and applicable law. Provider shall be responsible for all means, methods and controls of performance.

2. TERM

2.1 Term. The term of this Agreement shall commence on the date set forth above and continue until completion of the Services, unless earlier terminated in accordance with Section 11.

3. COMPENSATION

3.1 Fees. Client shall pay Provider for Services at the rates set forth below or in the attached Statement of Work.

3.2 Expenses. Client shall reimburse Provider for preapproved, reasonable out-of-pocket expenses incurred in connection with the performance of Services upon presentation of receipts or other documentation.

4. INDEPENDENT CONTRACTOR

Provider is an independent contractor and nothing in this Agreement shall create an employment, agency, partnership or joint venture relationship between the parties. Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of an independent contractor.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors or professional advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.3 Exceptions. Confidential Information does not include information that (i) is or becomes public through no breach of this Agreement; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Work Product. Subject to Provider's retained rights in its preexisting materials, Provider hereby assigns to Client all right, title and interest in and to any and all copyrighted works, inventions, designs, discoveries, improvements and other works of authorship and deliverables created by Provider specifically for Client in connection with the Services (the "Work Product"), effective upon full payment of all amounts due for such Work Product.

6.2 Preexisting Materials; License. Provider shall identify any preexisting materials incorporated into Work Product prior to delivery. Provider grants Client a perpetual, royalty-free, worldwide license to use such preexisting materials to the extent necessary to exercise Client's rights in the Work Product.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider further represents that the Services and Work Product will not knowingly infringe or misappropriate any third party intellectual property rights.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Provider's breach of its representations, warranties or obligations under this Agreement, negligent acts or willful misconduct in performing the Services.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, OR A PARTY'S BREACH OF SECTION 5 (CONFIDENTIALITY) OR SECTION 6 (INTELLECTUAL PROPERTY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE PRIOR TWELVE (12) MONTHS.

10. TERMINATION

10.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' 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 of the breach.

10.3 Effect of Termination. Upon termination, Client shall pay Provider for Services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

11. NOTICES

All notices required or permitted 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 nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate in writing.

12. MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state named by the parties below without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

12.2 Entire Agreement. This Agreement, including any exhibits or statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.3 Amendments; Waiver. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver shall be effective unless in writing and signed by the waiving party.

12.4 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 invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the parties' intent.

12.5 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 transmitted by facsimile or electronic imaging shall be binding.

13. ACKNOWLEDGMENT

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms.

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