Legal Document Placing Form

Legal Document Placing Form

This Legal Document Placing Form ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address ("Client"), and Provider Name: with principal address ("Provider"). Client and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client desires that certain documents described below be placed, delivered and, where applicable, recorded or filed with specified recipients or public officials in accordance with Client's instructions; and

WHEREAS, Provider is in the business of providing document placement, delivery and recordation services and has the experience, personnel and authorization necessary to undertake such services; and

WHEREAS, Client desires to engage Provider, and Provider agrees to accept such engagement, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the Parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below: "Placed Documents" means the documents described in Section 2 and any attachments or exhibits provided by Client that Provider is instructed to place, file, record or deliver. "Recipient" means the person, office, agency or public official to whom a Placed Document is to be delivered, filed or recorded.

2. Scope of Placement Services

Provider shall perform the placement services described in this Section with reasonable care and in a timely manner. Provider's obligations include receipt of Placed Documents from Client, preparation of required delivery or filing instruments, submission to the designated Recipient, and confirmation of delivery or filing in accordance with the instructions provided by Client.

Electronic transmission or e-filing
In-person filing or recording
Courier / registered mail

3. Client Instructions; Representations and Warranties

Client represents and warrants that Client is authorized to deliver the Placed Documents to Provider and that the Placed Documents are complete and accurate for the purpose of placement. Client shall provide all supporting information and execute any certificates, acknowledgements or affidavits necessary for filing or recordation. Client acknowledges that Provider is entitled to rely on Client's instructions.

4. Fees and Payment

Client shall pay Provider the fees set forth below plus any governmental filing, recording or courier fees incurred in connection with placement. Provider may require payment or deposit in advance. All amounts are payable in lawful currency of the jurisdiction specified in Section 13 and are due within thirty (30) days of invoice unless otherwise agreed in writing.

5. Delivery, Recording and Acceptance

Provider will use commercially reasonable efforts to have Placed Documents accepted by the Recipient. Provider's obligation is limited to submitting the Placed Documents and obtaining confirmation of submission or receipt where available. Provider does not warrant that any Recipient will accept filing or recordation and is not responsible for rejection, delays, or additional requirements imposed by the Recipient.

6. Confidentiality

Each Party agrees to keep confidential all non-public information received from the other Party in connection with the performance of this Agreement and to use such information only for the purposes of carrying out its obligations hereunder, except as required by law or by valid order of a court or governmental authority.

7. Records; Retention

Provider shall maintain records evidencing its performance of placement services for a period of not less than three (3) years following completion of the services and shall provide copies of such records to Client upon reasonable request and subject to reimbursement for copying and delivery costs.

8. Indemnification

Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Client's breach of any representation, warranty or covenant herein, (b) Client's failure to provide accurate or complete Placed Documents or instructions, or (c) any third-party claim relating to the content or validity of the Placed Documents.

9. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM.

10. Term and Termination

This Agreement commences on the Effective Date and continues until the completion of the placement services unless earlier terminated by either Party upon ten (10) days' prior written notice. Termination shall not relieve Client of the obligation to pay fees for services performed and costs incurred prior to termination.

11. Notices

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses provided below or such other address as a Party may specify in writing. Notices are effective upon personal delivery, one (1) business day after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

12. Amendments; Waiver; Counterparts

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. Failure or delay by either Party in exercising any right shall not operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

13. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Parties below, without regard to its conflict of laws principles. Any dispute arising out of or related to this Agreement shall be resolved by binding arbitration if the Parties so agree in writing, or otherwise by the state or federal courts located in the agreed jurisdiction.

14. Entire Agreement; Severability

This Agreement, together with any exhibits or attachments referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. Miscellaneous

The Parties acknowledge that Provider may subcontract performance of certain functions but shall remain responsible for the acts and omissions of its subcontractors. Any headings are for convenience only and shall not affect interpretation. Time is of the essence with respect to dates and deadlines set forth in this Agreement.

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