Legal Draft Application

LEGAL DRAFT APPLICATION

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

RECITALS

WHEREAS, Applicant desires that Provider prepare the legal draft(s) described as: (the "Deliverables");

WHEREAS, Provider represents that it has the professional experience and competence to prepare such Deliverables in accordance with generally accepted legal drafting practices; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will prepare, deliver and revise the Deliverables.

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

1. SCOPE OF SERVICES

1.1 Provider shall prepare the Deliverables described above in accordance with the specifications set forth in this Application. Deliverables shall include:

1.2 Provider will deliver an initial draft and up to rounds of revisions included in the fee unless otherwise agreed in writing. Additional revisions will be billed as provided in Section 3.

2. CLIENT RESPONSIBILITIES

2.1 Applicant shall provide all facts, documents, instructions, and authorizations reasonably necessary for Provider to prepare the Deliverables in a timely manner. Applicant acknowledges that Provider’s obligations are contingent on receipt of such information.

3. FEES, ESTIMATES AND PAYMENT

3.1 Fee Structure: Applicant shall pay Provider the fees as follows. Select applicable option(s) and specify amounts.

3.2 Deposit: Applicant shall pay a deposit of upon execution of this Application to secure scheduling of Provider’s services.

3.3 Payment Terms: Invoices are due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Applicant shall reimburse Provider for reasonable out-of-pocket expenses incurred in connection with the performance of services.

4. CONFIDENTIALITY AND ATTORNEY-CLIENT PRIVILEGE

4.1 Provider shall maintain confidential all non-public information provided by Applicant in connection with the Deliverables. Provider’s communications and work product may be protected by attorney-client privilege and work-product doctrine where applicable. Applicant hereby acknowledges that Provider will assert applicable privileges on behalf of Applicant unless Applicant instructs otherwise in writing.

4.2 Notwithstanding the foregoing, Confidential Information does not include information that is or becomes publicly known through no breach of this Application or is independently developed by Provider without use of Applicant’s Confidential Information.

5. OWNERSHIP OF DRAFTS AND INTELLECTUAL PROPERTY

5.1 Title and ownership of any final Deliverables prepared pursuant to this Application shall transfer to Applicant upon full payment of all fees and expenses due to Provider. Provider shall retain ownership of any underlying templates, drafts, or legal models used to create the Deliverables, provided such materials do not contain Applicant’s Confidential Information.

6. REVISIONS, ACCEPTANCE AND TIMING

6.1 Acceptance: Applicant shall review the Deliverables and provide written notice of acceptance or requested revisions within days of delivery. Absent timely notice, the Deliverable shall be deemed accepted.

6.2 Turnaround: Provider will use commercially reasonable efforts to meet any delivery dates agreed by the parties. Expedited requests may incur additional fees as described in Section 3.

7. TERMINATION

7.1 Either party may terminate this Application for material breach by the other party if such breach remains uncured for fifteen (15) days after written notice. Provider may also suspend performance for non-payment.

7.2 Upon termination, Applicant shall pay Provider for all services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

8.1 Each party represents that it has full power and authority to enter into this Application and to perform its obligations. Applicant represents that all facts and documents provided to Provider are true, accurate, and complete to the best of Applicant’s knowledge.

8.2 Provider warrants that the Deliverables will be prepared in a professional manner consistent with applicable legal standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Applicant shall indemnify and hold harmless Provider from any third-party claims arising from Applicant’s instructions, supplied materials, or use of the Deliverables, except to the extent caused by Provider’s gross negligence or willful misconduct.

9.2 Except for liability arising from willful misconduct or gross negligence, Provider’s aggregate liability for any claim arising under this Application shall not exceed the total fees actually paid by Applicant to Provider under this Application.

10. NOTICES

10.1 All notices, invoices, and communications required or permitted under this Application shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by notice in accordance with this Section.

11. GOVERNING LAW; VENUE

This Application shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Application.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Application, together with any written attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings between the parties.

12.2 If any provision of this Application is held to be invalid or unenforceable, the remainder of this Application shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties’ intent.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 This Application may be amended or modified 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.

13.2 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. Signatures transmitted by electronic means shall be binding.

14. ADDITIONAL PROVISIONS

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