Legal Draft Order Form

LEGAL DRAFT ORDER FORM

This Legal Draft Order Form (the "Order") is entered into as of Date: by and between Client Name: whose address is (\"Client\") and Provider Name: whose address is (\"Provider\"). Client and Provider are each a Party and collectively the Parties.

RECITALS

WHEREAS, Client desires that Provider prepare certain legal documents, agreements, or instruments described in this Order in accordance with the specifications and priorities set forth herein; and

WHEREAS, Provider represents that it has the requisite experience, expertise, and licenses to prepare such drafting work and is willing to perform the Services (as defined below) on the terms and conditions of this Order; and

WHEREAS, the Parties desire to set forth their respective duties, fees, timelines, and other terms governing the drafting engagement.

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

1. SERVICES

1.1 Scope. Provider shall prepare, revise and deliver to Client the legal drafts set forth in the Itemized Order below and any additional drafting work expressly agreed by the Parties in writing (collectively, the "Services"). Provider shall perform the Services in a professional manner consistent with applicable legal and ethical standards.

Document 1 Title: — Scope/Instructions:

Document 2 Title: — Scope/Instructions:

Additional Instructions or Attachments:

2. DELIVERABLES AND SCHEDULE

2.1 Delivery. Provider shall deliver initial drafts for each document in electronic format to Client within the applicable turnaround period set forth below, subject to receipt of all necessary Client materials and information.

Standard turnaround (business days): . Expedited service requested

If expedited service is selected, Provider shall use commercially reasonable efforts to accelerate delivery. Client acknowledges that expedited requests may result in additional fees and limited review time.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth below for the Services. Fees charged are exclusive of taxes and disbursements, which are the responsibility of Client unless otherwise agreed in writing.

Estimated Total Fee: . Retainer required: .

4. REVISIONS & ACCEPTANCE

4.1 Revisions. Provider will include round(s) of reasonable revisions expressly limited to the scope set forth in this Order. Additional revisions shall be billed at Provider's standard hourly rates or as otherwise agreed in writing.

4.2 Acceptance. Client shall notify Provider in writing of any requested revisions within business days of delivery. Absent timely notice, the deliverable will be deemed accepted.

5. CONFIDENTIALITY

5.1 Confidential Information. Each Party acknowledges that in the performance of this Order it may receive confidential or proprietary information of the other Party. Each Party agrees to hold such information in confidence and use it solely for the purpose of performing obligations under this Order, except as required by law or with prior written consent.

6. CONFLICTS, REPRESENTATIONS AND WARRANTIES

6.1 Provider represents that to the best of its knowledge, it has no conflict of interest that would prohibit it from performing the Services. Client represents that it has disclosed all material facts and documents necessary for Provider to perform the Services.

6.2 Disclaimer. Except as expressly provided in this Order, Provider makes no other warranties, express or implied, including any warranty of fitness for a particular purpose or merchantability.

7. INTELLECTUAL PROPERTY; WORK PRODUCT

7.1 Ownership. Unless otherwise agreed in writing, Provider shall retain any pre-existing intellectual property and know-how. Upon full payment of fees due for the relevant deliverable, Provider assigns to Client all proprietary rights in the final written drafts created specifically for Client under this Order, subject to Provider's right to retain a non-exclusive archival copy for internal purposes.

8. LIMITATION OF LIABILITY; INDEMNIFICATION

8.1 Limitation of Liability. Except for liability resulting from willful misconduct or material breach, Provider's aggregate liability arising out of or related to this Order shall not exceed the total fees actually paid by Client to Provider under this Order.

8.2 Indemnification. Client shall indemnify, defend and hold Provider harmless from any third-party claims arising from Client's use of the drafts or from Client-provided facts or materials that are inaccurate, incomplete or infringing.

9. TERMINATION

Either Party may terminate this Order for material breach by the other Party upon ten (10) days' prior written notice if the breach remains uncured. Termination shall not relieve Client of the obligation to pay for Services performed and costs incurred through the effective date of termination.

10. NOTICES

All notices and communications under this Order shall be in writing and delivered to the addresses set forth below or to such other address as either Party designates by notice in accordance with this Section.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Order shall be governed by and construed in accordance with the laws of the jurisdiction agreed by the Parties: , without regard to conflict of law principles.

11.2 Entire Agreement. This Order constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, agreements and understandings, whether written or oral, relating thereto.

11.3 Severability. If any provision of this Order is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. No amendment or modification of this Order shall be effective unless in writing and signed by authorized representatives of both Parties.

12.2 Waiver. No failure or delay by either Party in exercising any right under this Order shall operate as a waiver of that right.

12.3 Counterparts. This Order may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

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