Legal Documentation Application

LEGAL DOCUMENTATION APPLICATION

This Legal Documentation Application (the "Application") is made and entered into as of Effective Date: , by and between Applicant Name: , whose principal address is Applicant Address: (hereinafter "Applicant"), and Provider Name: , whose principal address is Provider Address: (hereinafter "Provider").

RECITALS

WHEREAS, Applicant seeks to procure the preparation, review, and delivery of certain legal documents described herein and to secure Provider's professional services to produce such documents in accordance with the terms of this Application; and

WHEREAS, Provider is duly authorized and qualified to provide legal-document drafting, review and related administrative services and represents that it has the personnel, expertise and capacity to prepare the requested documents and to comply with the obligations set forth in this Application; and

WHEREAS, the parties desire to set forth the scope, terms, payment and other material conditions under which Provider will prepare and deliver the documents requested by Applicant.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, receipt of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Application, the following terms shall have the meanings set forth below. "Documents" means the legal instruments, templates, certificates, agreements, filings and related written materials to be prepared by Provider under this Application. "Services" means the drafting, review, revision, and delivery activities performed by Provider in connection with the Documents.

2. SCOPE OF APPLICATION; DOCUMENT DESCRIPTION

Applicant requests that Provider prepare the Documents described below. Applicant acknowledges that the scope described herein governs Provider's obligations and that any additional work will require written amendment and may incur additional fees.

Non-Disclosure Agreement
Employment Agreement
Service Agreement
Entity Formation Documents (Articles, Bylaws/Operating Agreement)
Other:

3. PROVIDER OBLIGATIONS

Provider shall: (a) prepare draft Documents consistent with the instructions provided by Applicant; (b) use commercially reasonable efforts to deliver initial drafts within the timeline agreed in writing; (c) furnish revisions as reasonably required to conform the Documents to the Applicant's instructions, subject to additional fees for material changes; and (d) maintain contemporaneous records of work performed and time expended.

4. APPLICANT REPRESENTATIONS AND WARRANTIES

Applicant represents and warrants that: (a) Applicant has full authority to engage Provider and to provide the information necessary for preparation of the Documents; (b) all factual information provided to Provider is true, complete and accurate to the best of Applicant’s knowledge; and (c) Applicant will promptly notify Provider of any change in facts or circumstances relevant to the Documents.

5. DELIVERY; REVIEW; ACCEPTANCE

Provider shall deliver draft Documents to the Applicant by electronic transmission unless otherwise agreed. Applicant shall review and either accept or provide written comments within Number of Review Days: calendar days of receipt. Failure to timely respond shall be deemed acceptance by Applicant, unless otherwise agreed in writing.

6. FEES; PAYMENT TERMS

Applicant shall pay Provider fees in accordance with the fee schedule set forth below. Fees quoted are exclusive of applicable taxes and disbursements. Provider may require a retainer as indicated.

7. CONFIDENTIALITY

Each party shall treat non-public information exchanged in connection with this Application as confidential and shall not disclose such information except as required by law or with the other party's written consent. Provider's obligations of confidentiality shall survive delivery of the Documents, subject to applicable ethical constraints and duties.

8. OWNERSHIP; USE OF DOCUMENTS

Unless otherwise agreed in writing, final Documents prepared and delivered to Applicant shall be the property of Applicant for Applicant's internal use. Provider retains no pre-existing confidential templates or intellectual property rights included in the Documents, except Provider may retain non-identifying working files and templates for internal quality control and compliance purposes. Applicant shall not assert that Provider's use constitutes unauthorized practice of law in jurisdictions where Provider is licensed.

9. LIMITATION OF LIABILITY; INDEMNITY

Provider's liability for claims arising out of this Application shall be limited to direct damages and in no event shall Provider be liable for consequential, incidental or punitive damages. Applicant shall indemnify and hold Provider harmless from third-party claims arising from Applicant's factual misrepresentations or use of the Documents beyond the scope contemplated herein.

10. NOTICES

All notices required under this Application must be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other.

11. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Application shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of that party's right to enforce such provision subsequently.

12. SEVERABILITY

If any provision of this Application is held invalid or unenforceable in whole or in part by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable or, if modification is not possible, severed, and the remainder of the Application shall remain in full force and effect.

13. GOVERNING LAW

This Application shall be governed by and construed in accordance with the substantive laws of the State or Jurisdiction identified below, without regard to conflict-of-law principles. Governing Jurisdiction:

14. ENTIRE AGREEMENT

This Application, together with any exhibits or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether oral or written.

15. COUNTERPARTS

This Application 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. Facsimile or electronically transmitted signatures shall be binding for all purposes.

16. ADDITIONAL PROVISIONS

By signing below, each party certifies that the individual signing is duly authorized to execute this Application on behalf of the party and that the party agrees to be bound by its terms.

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