Legal Festina Agreement

LEGAL FESTINA AGREEMENT

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

RECITALS

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

WHEREAS, the parties intend that Provider deliver professional work product in a timely manner consistent with the concept of "festina" as an agreed standard of prompt but careful performance, balancing expedition and due diligence.

WHEREAS, the parties desire to set forth their understandings with respect to the scope, compensation, confidentiality, ownership of deliverables and other matters relating to Provider's engagement.

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

1. DEFINITIONS

1.1 "Services" means the legal advisory, drafting, negotiation and related activities to be performed by Provider as more particularly described in Section 2 and in Schedule A attached hereto and incorporated by reference. The parties may describe the Services here:

1.2 "Deliverables" means all documents, reports, opinions, memoranda, drafts and other tangible or electronic outputs produced by Provider in the performance of the Services.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services in a professional manner, consistent with applicable standards of care for legal professionals. Provider shall exercise reasonable skill, care and diligence and shall use commercially reasonable efforts to meet any mutually agreed milestones and delivery dates set forth in Schedule A or otherwise agreed in writing.

3. FEES AND PAYMENT

3.1 Client shall pay Provider fees in consideration for the Services in the amounts and on the schedule set forth below. Unless otherwise stated, fees are exclusive of taxes and reimbursable expenses.

3.2 Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider may suspend performance if payment is more than days overdue, after providing written notice.

4. EXPENSES

Reasonable out-of-pocket expenses incurred by Provider in connection with the Services shall be reimbursed by Client upon presentation of receipts or other reasonable documentation, provided such expenses were pre-approved in writing by Client when required by the parties.

5. TERM AND TERMINATION

5.1 The term of this Agreement shall commence on Effective Date and continue until completion of the Services or until terminated as provided in this Section. Termination by either party for convenience requires prior written notice of days.

5.2 Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

6. CONFIDENTIALITY

6.1 Each party agrees to hold in confidence and not disclose to third parties any Confidential Information of the other party, and to use such Confidential Information only for purposes of performing its obligations under this Agreement. "Confidential Information" includes non-public information disclosed in writing, orally or by inspection of tangible materials, provided that written summaries of oral disclosures are marked as confidential within thirty (30) days.

6.2 The obligations of confidentiality shall not apply to information that: (a) is or becomes generally known to the public other than by a breach of this Agreement; (b) was known by the receiving party prior to disclosure by the disclosing party; (c) is lawfully obtained from a third party without breach of an obligation of confidentiality; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice and reasonably cooperates with efforts to limit disclosure.

7. INTELLECTUAL PROPERTY

7.1 Subject to timely payment in full of all fees and expenses due hereunder, Provider assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement, excluding Provider's pre-existing materials and tools ("Provider Materials"), and Provider hereby grants Client a perpetual, non-exclusive, royalty-free license to use Provider Materials to the extent incorporated into the Deliverables.

7.2 Provider represents and warrants that the Deliverables will be original and will not knowingly infringe third-party intellectual property rights. Provider shall, at its expense, defend and indemnify Client against any third-party claim alleging infringement arising from the Deliverables, subject to the limitations in Section 10.

8. REPRESENTATIONS, WARRANTIES AND COVENANTS

8.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any agreement with a third party.

8.2 Provider warrants that Services will be performed in a competent and professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, Provider's negligence, wilful misconduct, or Provider's infringement of third-party intellectual property rights.

9.2 Client shall indemnify Provider for claims arising out of Client's breach of this Agreement, Client's instructions that infringe third-party rights, or Client's wilful misconduct.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY OR (B) .

11. INSURANCE

Provider shall maintain professional liability insurance in an amount customary for providers performing similar services. Upon request, Provider shall provide Client with certificates of insurance evidencing such coverage.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight carrier, certified mail (return receipt requested), or by email with confirmation of receipt to the addresses set forth below or to such other address as a party may designate by notice.

13. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver; no waiver of any breach shall constitute a waiver of any other or subsequent breach.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the parties' original intent.

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT

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

17. COUNTERPARTS

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. Signatures delivered by electronic means shall be binding.

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