Legal Drafting Agreement

LEGAL DRAFTING AGREEMENT

This Legal Drafting Agreement (the Agreement) is entered into as of (Effective Date) by and between Client Name: with address: and Drafter Name: with address: .

RECITALS

WHEREAS, Client requires professionally drafted legal documents and related services in connection with Client's business operations and legal matters described as:

WHEREAS, Drafter possesses the experience, qualifications and capacity to prepare, revise and deliver such legal documents and will provide drafting services under the terms set forth in this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the drafting services to be provided by Drafter.

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

1. SCOPE OF SERVICES

1.1 Services. Drafter shall prepare and deliver the legal drafting services described in Exhibit A (Deliverables) and any other drafting tasks mutually agreed in writing (Services). Services shall include drafting, editing, and one or more rounds of revisions as set out in Section 3.

2. DELIVERABLES AND TIMING

2.1 Deliverables. Drafter will deliver the documents specified as Deliverables:

2.2 Schedule. Drafter shall deliver the initial draft within days after receipt of adequate instructions and materials from Client. Specific milestone dates, if any, are:

3. REVISIONS

3.1 Included Revisions. Client is entitled to rounds of reasonable revisions to each Deliverable at no additional fee. Revisions beyond the included rounds will be billed at the rates set forth in Section 4.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay Drafter the fees as follows: (select one)

Flat fee: $

Hourly rate: $ per hour; estimated hours:

4.2 Retainer. If applicable, Client shall pay a retainer of $ upon execution of this Agreement, which will be applied against final invoices.

4.3 Expenses. Client will reimburse Drafter for reasonable, documented out-of-pocket expenses directly related to the Services, including filing fees, courier charges, and similar items, upon receipt of itemized invoices.

4.4 Payment Terms. Invoices are due and payable within days of receipt. Overdue amounts bear interest at until paid.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public business, financial or legal information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential under the circumstances.

5.2 Duty. Each party shall hold Confidential Information of the other in strict confidence and shall not use or disclose such information except as necessary to perform obligations under this Agreement or as required by law. Drafter's duty of confidentiality shall survive termination of this Agreement for a period of years.

6. OWNERSHIP AND WORK PRODUCT

6.1 Ownership. Upon full payment of all Fees and Expenses due under this Agreement, Drafter assigns to Client all right, title and interest in and to the final Deliverables prepared specifically for Client (Work Product). Drafter retains no rights to use Work Product except with Client's prior written consent.

6.2 Pre-existing Materials. Drafter shall retain all right, title and interest in any pre-existing materials, templates, legal research, methodologies or know-how it uses in connection with the Services, provided that no such retained material discloses Client Confidential Information or results in Client's inability to use the Deliverables for the intended purposes.

7. CONFLICTS, REPRESENTATIONS AND WARRANTIES

7.1 Conflicts. Drafter represents that, to the best of its knowledge, performing the Services will not create a conflict of interest with any existing client. If a conflict arises, Drafter will promptly notify Client and take steps to resolve the conflict in accordance with professional obligations.

7.2 Warranties. Drafter warrants that Services will be performed in a professional manner consistent with applicable professional standards. EXCEPT AS SET FORTH IN THIS SECTION, DRAFTER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification. Each party shall indemnify, defend and hold harmless the other from and against any third-party claim arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct.

8.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL EXCEED $.

9. TERM AND TERMINATION

9.1 Term. This Agreement begins on the Effective Date and continues until completion of the Services unless earlier terminated as provided herein.

9.2 Termination. Either party may terminate this Agreement for convenience upon days' prior written notice. Upon termination for any reason, Client shall pay Drafter for Services rendered and expenses incurred through the effective date of termination.

10. INDEPENDENT CONTRACTOR

Drafter performs the Services as an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship between the parties. Drafter is responsible for all taxes and obligations incident to its performance.

11. NOTICES

All notices under this Agreement must be in writing and delivered to the addresses set forth below (or such other address as a party provides in writing). Notices shall be effective upon receipt.

12. AMENDMENTS, WAIVER, SEVERABILITY

12.1 Amendments. This Agreement may be amended only by a written instrument signed by both parties.

12.2 Waiver. Failure or delay to enforce any provision shall not constitute a waiver of that provision or any other rights.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

15. ENTIRE AGREEMENT

This Agreement, including any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral.

16. MISCELLANEOUS

The parties agree to cooperate and execute such further documents and instruments as may be reasonably required to carry out the purposes and intent of this Agreement.

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