Legal IP Counsel Draft Template

LEGAL IP COUNSEL DRAFT TEMPLATE

This Legal IP Counsel Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: (Client), an entity of type Individual Corporation LLC Other with principal address: and Counsel: of Firm: with principal address: (Counsel).

RECITALS

WHEREAS, Client seeks legal services for the protection, prosecution, enforcement and licensing of intellectual property rights, including but not limited to patents, trademarks, copyrights and trade secrets; and

WHEREAS, Counsel is qualified and willing to provide intellectual property legal services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights, duties and obligations regarding Counsel's representation of Client with respect to the matters described herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. ENGAGEMENT

1.1 Appointment. Client hereby retains Counsel to perform intellectual property legal services as described in Section 2, and Counsel accepts such engagement under the terms of this Agreement. Counsel's engagement is limited to the matters expressly set forth in this Agreement and does not include corporate, tax or other unrelated advice unless agreed in writing.

2. SCOPE OF SERVICES

2.2 Additional Services. Any services outside the written scope require a written amendment signed by both parties and shall be billed in accordance with Section 3.

3. FEES, RETAINER AND BILLING

Hourly fees at rate(s):

Flat fee for specified matter:

Contingency, or success fee to be paid as:

3.4 Expenses. Client shall reimburse Counsel for reasonable out-of-pocket expenses, including filing fees, search fees, courier and travel expenses, and third-party vendor charges, when invoiced. Any single expense in excess of will require Client approval prior to incurrence.

4. CONFIDENTIALITY AND ATTORNEY-CLIENT PRIVILEGE

4.1 Counsel will maintain in strict confidence all non-public information disclosed by Client for the purpose of the representation, subject to attorney-client privilege and applicable law. Counsel's duty to maintain confidentiality survives termination of this Agreement.

4.2 Client acknowledges that communications with Counsel are for legal advice and are subject to applicable privilege; however, Client also acknowledges that privilege may be waived if Counsel is required to disclose privileged information by court order.

5. INTELLECTUAL PROPERTY AND WORK PRODUCT

5.1 Ownership. Unless otherwise expressly agreed in writing, Client shall retain ownership of all intellectual property rights in materials provided by Client. Counsel shall assign to Client all right, title and interest in and to any original work product prepared specifically for Client as part of the engagement, to the extent assignable under applicable law.

5.2 Third-Party Materials. Counsel will identify to the extent known any third-party materials used in prosecution or enforcement efforts and will obtain Client approval before incorporating third-party materials where necessary for clear title or freedom-to-operate.

6. CONFLICTS, REPRESENTATIONS AND WARRANTIES

6.1 Conflicts. Counsel represents that, to the best of Counsel's knowledge after reasonable inquiry, no conflicts of interest currently prevent Counsel from undertaking this representation. If Counsel discovers a material conflict, Counsel will promptly disclose it and take appropriate action consistent with professional obligations.

7. TERM AND TERMINATION

7.1 Term. This Agreement commences on the Effective Date and continues until completion of the Services or earlier termination in accordance with this Section.

7.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Termination shall not relieve Client of obligation to pay for Services performed and expenses incurred through the effective date of termination.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 Limitation of Liability. Except for willful misconduct or gross negligence, Counsel's liability for any claim arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Counsel under this Agreement for the specific matter giving rise to the claim.

8.2 Indemnification. Client agrees to indemnify, defend and hold harmless Counsel from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's misrepresentations regarding ownership of rights, or Client's unlawful acts in connection with the subject matter of this engagement.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested) or nationally recognized overnight courier to the addresses set forth below (or to such other address as either party may designate in writing).

10. AMENDMENTS, WAIVER AND COUNTERPARTS

10.1 Amendment. This Agreement may be amended only by a written instrument signed by both parties.

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

10.3 Counterparts. This Agreement may be executed in counterparts, each of which constitutes an original and all of which together constitute one instrument.

11. MISCELLANEOUS

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

11.2 Entire Agreement. This Agreement, together with any written exhibits or engagement letters incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced to the extent possible by a valid and enforceable provision that achieves the parties' intent.

EXECUTION

The parties have executed this Agreement as of the date first written above.

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