Legal Email Bundle Agreement

LEGAL EMAIL BUNDLE AGREEMENT

This Legal Email Bundle Agreement ("Agreement") is entered into as of by and between Client Name: with a principal place of business at , and Provider Name: with a principal place of business at .

RECITALS

WHEREAS, Provider is engaged in the business of drafting, preparing and delivering legal correspondence and email template materials tailored for legal practices; and

WHEREAS, Client desires to engage Provider to deliver a bundle of customizable legal email templates and associated review services on the terms and conditions set forth herein; and

WHEREAS, Provider agrees to provide such services and deliverables subject to the terms of this Agreement.

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

1. SCOPE OF SERVICES

1.1 Services. Provider shall create, customize and deliver to Client the email bundle described as: consisting of a total of email templates and related drafting advice, together with up to rounds of revisions per template (the "Services"). Provider shall perform the Services in a professional and workmanlike manner in accordance with generally accepted practices in the legal drafting services industry.

1.2 Deliverables and Timing. Provider will deliver draft templates and any explanatory notes via the method agreed by the parties within calendar days following the Effective Date, unless otherwise agreed in writing. Specific deliverables and any milestone schedule are described in the Deliverables Summary below.

2. FEES; PAYMENT

2.1 Fees. Client shall pay Provider a total fee of $ for the Services. Fees exclude applicable taxes, which shall be borne by Client.

2.2 Payment Terms. Provider shall invoice Client upon delivery of the final bundle. Invoices are payable within days of invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

3. INTELLECTUAL PROPERTY

3.1 Ownership of Deliverables. Subject to Client's timely payment in full of all Fees due hereunder, Provider assigns to Client all right, title and interest in and to the final delivered email templates and related written materials created specifically for Client under this Agreement. Provider retains ownership of Provider's pre-existing materials, know-how, templates, tools and general methodologies, which are licensed to Client on a non-exclusive, non-transferable, royalty-free basis solely to the extent incorporated within the Deliverables.

3.2 Third-Party Materials. If any Deliverable incorporates third-party content, Provider will identify such content and the license terms, and Client shall be responsible for compliance with those third-party license terms.

4. CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information of the other party and shall use such Confidential Information only for the purposes of performing its obligations under this Agreement. "Confidential Information" includes non-public business, technical or financial information and any communications between the parties concerning legal matters, excluding information that (i) was already lawfully possessed prior to disclosure, (ii) is or becomes publicly known other than by breach of this Agreement, or (iii) is independently developed without use of the disclosing party's Confidential Information.

5. REPRESENTATIONS; WARRANTIES; DISCLAIMERS

5.1 Mutual Representations. Each party represents that it has the full power and authority to enter into this Agreement and perform its obligations.

5.2 Provider Warranty. Provider warrants that the Services will be provided with reasonable skill and care. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6. LIMITATION OF LIABILITY; INDEMNIFICATION

6.1 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

6.2 Indemnification. Client shall defend, indemnify and hold Provider harmless from and against any third-party claim arising from Client's use of the Deliverables beyond the scope of this Agreement, Client's modification of Deliverables, or Client's incorporation of third-party materials without appropriate rights. Provider shall indemnify Client for claims that the Deliverables, as delivered and used in accordance with this Agreement, infringe a third party's intellectual property rights.

7. TERM; TERMINATION

7.1 Term. This Agreement commences on the Effective Date and continues until the completion of the Services or until earlier termination as provided herein.

7.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

7.3 Effect of Termination. Upon termination, Client shall pay Provider for all Services performed and Deliverables delivered through the effective date of termination. Sections concerning payment, confidentiality, intellectual property, indemnification and limitation of liability shall survive termination.

8. COMPLIANCE; DATA HANDLING

8.1 Compliance. Each party shall comply with all applicable laws and regulations in performing its obligations under this Agreement.

8.2 Data Handling. If Provider processes personal data on behalf of Client in connection with the Services, Provider shall process such data only on documented instructions from Client and shall implement reasonable administrative, technical and physical safeguards to protect such data.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as the receiving party designates in writing. Notices are effective upon receipt.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10.2 Waiver. A waiver of any right or remedy under this Agreement must be in writing. Failure to exercise a right shall not operate as a waiver.

10.3 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 delivered by electronic means, including electronic signature services or scanned signature pages transmitted by email, shall have the same force and effect as original signatures.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to its conflict of law principles.

11.2 Entire Agreement. This Agreement, including any attached Deliverables Summary or Schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall endeavor to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic intent.

EXECUTION

The parties have executed this Agreement by their duly authorized representatives below.

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