Legal Engagement Pack

LEGAL ENGAGEMENT PACK

This Legal Engagement Pack (the Agreement) is made on this day: between Client Name: , with principal place of business at , and Service Provider Name: , with principal place of business at .

RECITALS

WHEREAS, Client desires to retain Provider to perform legal services and related advisory services described herein, and Provider is willing to provide such services on the terms set forth in this Agreement.

WHEREAS, the parties intend that the scope of engagement, fee arrangement, confidentiality obligations, intellectual property ownership, and other terms be set forth in this Engagement Pack to govern the relationship between Client and Provider.

WHEREAS, the parties desire to document the specific services, deliverables and administrative terms in the schedules and fields below.

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

1. SCOPE OF ENGAGEMENT

1.1 Engagement. Client hereby engages Provider to perform the services described in the Engagement Scope. Provider shall perform the services in a professional and workmanlike manner consistent with applicable professional standards.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of months unless earlier terminated in accordance with this Section.

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

2.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

3. FEES, EXPENSES AND PAYMENT

3.1 Fees. Client shall pay Provider fees as described in the Fee Schedule. Fees are due in accordance with the payment schedule set out below. Provider shall invoice Client and Client shall pay each properly submitted invoice within days of receipt.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means all non-public information disclosed by either party in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential.

4.2 Obligations. Each party shall hold the other's Confidential Information in strict confidence and shall not disclose or use it except as necessary to perform this Agreement or as required by law. The obligations in this Section survive for years after termination.

4.3 Exceptions. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was lawfully known by the receiving party prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Unless otherwise agreed in writing, Client shall retain ownership of pre-existing materials and any materials provided to Provider. Provider shall retain ownership of its pre-existing tools, templates and methodologies. To the extent Provider creates deliverables specifically commissioned by Client under this Agreement, Provider hereby assigns to Client all right, title and interest in such deliverables upon full payment.

5.2 License. Provider grants Client a non-exclusive, worldwide, royalty-free license to use Provider's background materials only to the extent incorporated into the delivered work product. Provider may use anonymized, non-identifying versions of the work product for internal training and marketing unless Client elects otherwise in writing.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Warranties. Each party represents that it has the right, power and authority to enter into and perform this Agreement. Provider represents that to the best of its knowledge its services will be performed in accordance with applicable professional standards.

6.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

7.1 Provider Indemnity. Provider shall indemnify and hold harmless Client from and against any third-party claims arising from Provider's gross negligence or willful misconduct in performing the services.

7.2 Client Indemnity. Client shall indemnify and hold harmless Provider from and against any third-party claims relating to Client materials or Client's use of deliverables, except to the extent caused by Provider's gross negligence or willful misconduct.

8. LIMITATION OF LIABILITY

8.1 Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8.2 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES.

9. INSURANCE

Provider shall maintain insurance customary for the provision of professional services, including professional liability insurance with limits of not less than and shall provide certificates upon reasonable request.

10. NOTICES

All notices, consents and approvals required or permitted hereunder shall be in writing and delivered to the parties at their addresses below by hand, registered mail, courier, or nationally recognized overnight carrier, and shall be deemed given upon receipt.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

11.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

11.3 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.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 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.

12.2 Entire Agreement. This Agreement, including any schedules and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written understandings.

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

13. MISCELLANEOUS ADMINISTRATIVE PROVISIONS

13.1 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement shall create an employment, partnership, joint venture or agency relationship.

13.2 Publicity. Neither party shall issue press releases or make public announcements regarding the relationship or deliverables without the other party's prior written consent, except as required by applicable law.

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