Legal Filings Letter

LEGAL FILINGS LETTER

This Legal Filings Letter (the "Letter") is made as of by and between Client Name: whose principal place of business is (\"Client\") and Filing Agent Name: whose principal place of business is (\"Agent\"). The parties agree as follows.

RECITALS

WHEREAS, Client requires one or more corporate, regulatory, intellectual property or litigation filings described herein to be prepared, executed and filed with one or more governmental or quasi-governmental entities; and

WHEREAS, Agent represents that it is duly qualified and authorized to prepare and submit such filings and to perform related administrative services on behalf of Client; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such filings and related services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. APPOINTMENT; AUTHORITY

1.1 Appointment. Client hereby engages Agent, and Agent accepts such engagement, to prepare, execute and file the documents and instruments described in Section 2 (the "Filings") on behalf of Client and to take such actions reasonably necessary to effectuate those Filings.

1.2 Limited Authority. Client grants Agent the limited authority to: (a) sign ministerial or administrative portions of Filing documents on behalf of Client where permitted by law; (b) submit Filings electronically; and (c) pay filing fees and disbursements on Client's behalf when authorized in writing. Agent shall not execute any substantive agreement or waive any material right on behalf of Client without Client's prior written consent.

2. SCOPE OF FILINGS

The types of Filings to be handled under this Letter are as selected below. Client instructs Agent to perform only those services expressly selected.

3. CLIENT OBLIGATIONS; DOCUMENTS

3.1 Client shall furnish all documents, records, certificates and information reasonably required by Agent to prepare and file the Filings. Client represents and warrants that all information and documents provided to Agent are true, accurate and complete as of the date provided.

3.2 Client shall promptly review and approve draft Filings when submitted by Agent. Unless Client provides written corrections within five (5) business days of delivery, Agent may assume the draft is approved for filing.

4. FEES, COSTS AND PAYMENT

4.1 Fees. Client agrees to pay Agent fees in the amount of for the agreed scope or otherwise at Agent's standard hourly rates for services performed beyond the agreed scope.

4.2 Costs and Disbursements. Client shall reimburse Agent for all filing fees, courier charges, taxes and other out-of-pocket costs incurred in connection with the Filings upon presentation of invoices or statements.

4.3 Payment Terms. Payment is due within days of invoice unless otherwise agreed in writing.

5. AUTHORIZATION TO INCUR FEES AND ELECTRONIC FILING

5.1 Client authorizes Agent to incur filing fees and pay third-party costs on Client's behalf up to the amount of without further consent. Amounts in excess require prior written authorization.

5.2 Client consents to electronic filing, service and delivery of documents and accepts that electronic transmission by Agent constitutes valid service and filing for the purposes of this Letter.

6. REPRESENTATIONS; WARRANTIES

Client represents and warrants that: (a) it has the requisite corporate or other power and authority to enter into this Letter and to authorize the Filings; (b) all information provided to Agent is true, accurate and complete; and (c) it will notify Agent promptly of any change in circumstances that would render previous information inaccurate.

7. CONFIDENTIALITY

Agent will treat as confidential all non-public information provided by Client in connection with the Filings and will not disclose such information to third parties except as required to effectuate the Filings or as required by applicable law, regulation or court order.

8. INDEMNIFICATION

Client shall indemnify, defend and hold Agent harmless from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with the Filings or Client-provided information, except to the extent caused by Agent's gross negligence or willful misconduct.

9. RECORDS; RETENTION

Agent will retain copies of executed Filings and related documents for years following finalization unless Client directs earlier destruction in writing. Agent's destruction of records after the retention period will relieve Agent of further obligations with respect to those records.

10. NOTICES

All notices, consents or other communications required or permitted under this Letter shall be in writing and delivered to the addresses and contact persons set forth below. Notices are effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Letter shall be effective unless in writing and signed by both parties. Failure to enforce any provision shall not waive the party's right to later enforce that provision. This Letter may be executed in counterparts and by electronic or scanned signature, each of which shall be deemed an original but all of which together shall constitute one agreement.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to choice of law principles. This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings. If any provision of this Letter is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. MISCELLANEOUS

The parties agree to cooperate in good faith to carry out the purposes of this Letter. Neither party may assign its rights or obligations under this Letter without the prior written consent of the other, except that Agent may delegate ministerial tasks to subcontractors provided Agent remains responsible for performance.

Sign Now