Legal Document for Maritza Morales

LEGAL DOCUMENT FOR MARITZA MORALES

This Legal Services Agreement (the Agreement) is made as of Day: Month: Year: by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to retain the Provider to perform the legal services described in this Agreement, and Provider is willing to provide such services under the terms set forth herein;

WHEREAS, the parties intend that Provider shall act as an independent contractor in providing services to Client and not as an employee, partner, or agent of Client; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

Provider shall perform the legal services described in the attached description and any additional services mutually agreed in writing (collectively, the Services). Provider will exercise professional skill, care and diligence in providing the Services in accordance with applicable professional standards and law.

2. TERM

The term of this Agreement shall commence on the effective date set forth above and shall continue until completion of the Services or until terminated in accordance with Section 11 below. The initial anticipated completion date is:

3. COMPENSATION

Client shall pay Provider in accordance with the fee arrangement selected below. Provider shall invoice Client and Client shall pay undisputed amounts within the number of days specified.

4. EXPENSES

Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in connection with the performance of the Services, provided that Provider obtains Client's prior written consent for any single expense exceeding . Reimbursable expenses will be invoiced and payable in accordance with the Payment Terms.

5. CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Provider shall not disclose Client confidences except as required by law or court order, provided Provider gives Client prompt notice of such requirement to allow Client to seek a protective order.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all documents, drafts, work product and materials prepared by Provider specifically for Client in the performance of this Agreement shall be the property of Client upon full payment of fees due for such work product. Provider shall retain all underlying intellectual property rights in its pre-existing tools, templates and methodologies, subject to a nonexclusive, nontransferable license to Client to use such pre-existing materials incorporated into the deliverables.

7. INDEPENDENT CONTRACTOR

Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship between the parties. Provider is solely responsible for all taxes and withholdings relating to Provider's performance under this Agreement.

8. INDEMNIFICATION

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

9. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

10. INSURANCE

Provider shall maintain professional liability insurance in amounts customary for providers performing similar services and shall provide evidence of such insurance upon request by Client.

11. TERMINATION

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice. Upon termination, Client shall pay Provider for all Services performed and reasonable expenses incurred through the effective date of termination.

12. NOTICES

All notices, consents, requests 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 notice).

13. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right; any waiver must be in writing and signed by the waiving party.

14. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. Facsimile and electronic signatures shall be deemed originals for all purposes.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS PROVISIONS

a) Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

b) Remedies: The parties acknowledge that a breach of Sections 5 (Confidentiality) or 6 (Intellectual Property) may cause irreparable harm for which monetary damages may be inadequate, and that the non-breaching party shall be entitled to injunctive relief in addition to other remedies.

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