Legal Express Agreement

Legal Express Agreement

This Legal Express Agreement (the Agreement) is entered into as of Effective Date: , by and between Client Name: , a Corporation LLC Individual , with principal place of business at (Client), and Provider Name: , a Corporation LLC Individual , with principal place of business at (Provider). Client and Provider are referred to collectively as the Parties.

RECITALS

WHEREAS, Provider is engaged in the business of delivering expedited legal document preparation, review and advisory services and possesses the requisite personnel, experience and expertise to perform such services;

WHEREAS, Client desires to engage Provider to perform certain express legal services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider agrees to perform such services and Client agrees to retain Provider in accordance with the terms contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

1. Definitions

1.1 "Services" means the legal services described in Section 2 and any deliverables expressly accepted by Client. 1.2 "Confidential Information" means all information disclosed by a Party to the other Party that is designated as confidential or that, by its nature, should reasonably be considered confidential.

2. Scope of Services

Provider shall perform the Services described below. Provider shall exercise reasonable skill, care and diligence in performing the Services in accordance with applicable professional standards.

Commencement Date: — Completion Date (if applicable):

3. Fees and Payment

3.1 Client shall pay Provider the fees set forth below. Unless otherwise agreed in writing, fees are due within thirty (30) days of invoice. 3.2 All fees are exclusive of taxes; Client shall be responsible for sales, use, VAT or similar taxes, if applicable.

4. Term and Termination

4.1 This Agreement shall commence on the Effective Date and continue until the completion of the Services or until terminated as provided herein. 4.2 Either Party may terminate this Agreement for material breach by the other Party after providing ten (10) days' written notice and an opportunity to cure. 4.3 Upon termination, Client shall pay Provider for all Services performed and reasonable expenses incurred through the effective date of termination.

5. Confidentiality

Each Party shall protect Confidential Information of the other Party using at least the same degree of care it uses to protect its own confidential information, and shall not disclose such information except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed.

6. Intellectual Property

Provider retains ownership of pre-existing intellectual property and methodologies. Unless otherwise agreed in writing, Client shall receive a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. Any custom work-for-hire must be expressly documented and compensated.

7. Representations and Warranties

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations. Provider warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

8. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities or damages arising from the indemnifying Party's negligent acts, willful misconduct, or breach of this Agreement, except to the extent caused by the indemnitee's negligence or willful misconduct.

9. Limitation of Liability

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, in no event shall either Party be liable for special, incidental, consequential or punitive damages, and the aggregate liability of either Party for any claim arising out of or in connection with this Agreement shall not exceed the amounts paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, overnight courier, or certified mail to the addresses set forth below (or to such other address as a Party may designate by notice). Notice is effective upon receipt.

11. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument executed by both Parties. No waiver of any breach shall be effective unless in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. Governing Law

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

13. Entire Agreement

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written.

14. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that preserves the Parties' original intent to the extent possible.

Miscellaneous

The Parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency or employment relationship. Headings are for convenience only and do not affect interpretation.

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