Legal Document for Rogs

Legal Document for Rogs

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

RECITALS

WHEREAS, the Provider is engaged in the business of providing legal advisory, drafting, and related services and has represented that it has the capability and expertise to perform the Services described herein; and

WHEREAS, the Client desires to retain the Provider to perform certain legal services for the Client and the Provider desires to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Rogs is the trade name under which services shall be delivered in connection with the matters described in this Agreement, and all deliverables produced by Provider for Client in connection with this Agreement may bear the Rogs designation as agreed by the Parties.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. Definitions

1.1 "Services" means the legal advisory, drafting, review, and related work to be performed by Provider as described in Section 2. 1.2 "Deliverables" means written materials, drafts, contracts, opinions, memoranda, and other work product delivered to Client pursuant to this Agreement. 1.3 Terms not otherwise defined in this Agreement shall have the meanings customarily ascribed to them in the legal services industry.

2. Services

2.1 Scope. Provider shall perform the Services described in the Scope of Work to be appended hereto and agreed in writing by the Parties. A preliminary description of Services is set forth below.

2.2 Changes. Any material change to the Scope of Work shall be in a written amendment signed by an authorized representative of each Party. Provider will not be required to commence or continue work on any changed scope until compensation and schedule adjustments, if any, are agreed in writing.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until completion of the Services unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party. Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination.

4. Fees and Payment

4.1 Fees. Client agrees to pay Provider the fees set forth below and in any written fee schedule accepted by the Parties. Hourly rates, flat fees, or milestone-based fees shall be specified in the Scope of Work.

4.2 Expenses. Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in providing the Services, provided that Provider obtains Client's prior written approval for expenses in excess of an agreed threshold.

5. Confidentiality

5.1 Confidential Information. Each Party acknowledges that it may receive confidential information of the other Party. "Confidential Information" includes nonpublic business information, legal strategies, client lists, and any work product labeled or reasonably understood to be confidential.

5.2 Obligations. Each Party shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except as expressly permitted in writing or required by law.

6. Intellectual Property

6.1 Ownership. Unless otherwise agreed in writing, Provider grants to Client a nonexclusive, perpetual, worldwide license to use Deliverables for Client's internal business purposes. Provider retains ownership of Provider's preexisting materials and methodologies.

6.2 Third-Party Materials. Provider shall disclose any third-party materials included in Deliverables and shall secure necessary rights or notify Client of any licensing obligations.

7. Representations and Warranties

Each Party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement and that the execution and delivery of this Agreement have been duly authorized.

8. Indemnification

8.1 Provider Indemnity. Provider shall indemnify and hold Client harmless from and against any losses, liabilities, damages, and expenses arising from Provider's grossly negligent acts or willful misconduct in the performance of the Services.

8.2 Client Indemnity. Client shall indemnify and hold Provider harmless from and against any claims arising from Client's breach of this Agreement or Client's use of the Deliverables other than as expressly permitted.

9. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM FRAUD, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Insurance

Provider shall maintain professional liability insurance in amounts customary for the legal services industry and shall provide evidence of such insurance upon Client's reasonable request.

11. Compliance with Laws

Each Party shall comply with all applicable laws, regulations, and professional rules in performing its obligations under this Agreement.

12. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a Party may designate by notice.

13. Amendments; Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both Parties. No delay or failure to exercise any right shall operate as a waiver of that right.

14. Governing Law

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

15. Entire Agreement

This Agreement, together with any exhibits, schedules, and amendments executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral.

16. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

17. 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 transmission shall be binding.

18. Additional Provisions

The Parties acknowledge that nothing in this Agreement creates a partnership, joint venture, or agency relationship other than Provider performing services as an independent contractor. Each Party is responsible for its own taxes and benefits arising from the performance of this Agreement.

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