Legal Early Documents Form

LEGAL EARLY DOCUMENTS FORM

This Legal Early Documents Form (the Agreement) is made and entered into as of Effective Date: by and between Company Name: , a/an C-Corporation S-Corporation Limited Liability Company and Legal Provider Name: (each a Party and collectively the Parties).

RECITALS

WHEREAS, Company is in the process of forming and structuring its business operations and requires preparation and delivery of initial corporate and governance documents necessary to enable capital raising, intellectual property protection, and founder governance; and

WHEREAS, Provider is duly qualified and experienced to draft and assemble early-stage legal documents, to provide advice reasonably necessary for initial corporate formation and founder arrangements, and to deliver such documents in draft and final form; and

WHEREAS, Company desires to engage Provider to prepare the documents described below and Provider is willing to perform such services on the terms and conditions set forth in this Agreement.

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

1. DEFINITIONS

1.1 "Deliverables" means the documents and final drafts produced by Provider under this Agreement, including all instruments listed in Section 2. "Confidential Information" has the meaning set forth in Section 6.

2. SCOPE OF SERVICES

Provider shall prepare, review and deliver the following documents as requested by Company. Provider will provide one round of reasonable edits to drafts, and additional edits will be billed as described in Section 4.

3. DELIVERY, TIMING AND ACCEPTANCE

Provider shall deliver initial drafts of the Deliverables within Delivery Period: from receipt of all required information from Company. Acceptance shall occur when Company provides written notice of acceptance or fails to provide written comments within Ten (10) business days of delivery.

4. FEES AND PAYMENT

Company shall pay Provider the Fee: $ for the Deliverables specified herein, payable as follows:

Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Company shall reimburse Provider for reasonable out-of-pocket expenses incurred in connection with the services if pre-approved in writing.

5. CLIENT COOPERATION; REPRESENTATIONS

Company shall timely provide all information, documents, and authorizations reasonably necessary for Provider to perform. Company represents and warrants that all information furnished to Provider is true, complete and accurate to the best of Company's knowledge and that Company has authority to engage Provider and to execute the Deliverables.

6. CONFIDENTIALITY

Each Party shall hold the other Party's Confidential Information in confidence and use such Confidential Information only for purposes of performing under this Agreement. Confidential Information does not include information that is or becomes public without breach by the receiving Party, or that is independently developed by the receiving Party without use of Confidential Information.

7. INTELLECTUAL PROPERTY

Provider hereby grants to Company a nonexclusive, perpetual license to use the Deliverables for Company's internal corporate purposes. Provider retains ownership of Provider's general legal forms, templates and know-how used in connection with the Deliverables, provided that Company's specific information incorporated into Deliverables shall be assigned to Company upon full payment.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. COMPANY'S RECOVERY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID TO PROVIDER UNDER THIS AGREEMENT.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and agents from and against any third-party claims, liabilities, losses, damages and expenses arising from the indemnifying Party's breach of its representations, warranties or obligations under this Agreement.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until completion of the Deliverables unless earlier terminated. Either Party may terminate for material breach upon thirty (30) days' written notice if the breach remains uncured. Upon termination, Company shall pay Provider for work performed through the effective date of termination.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or overnight courier and shall be effective upon receipt.

12. AMENDMENTS; WAIVER

Any amendment to this Agreement must be in writing and signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the county of for resolution of disputes.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any schedules and accepted statements of work, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS

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 binding.

16. SPECIAL INSTRUCTIONS / SCOPE NOTES

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