Legal JOE Agreement

LEGAL JOE AGREEMENT

THIS LEGAL JOE AGREEMENT ("Agreement") is entered into as of Month Day Year by and between Client Name: with Address: ("Client"), and Provider Name: with Address: ("Provider").

RECITALS

WHEREAS, Client desires to obtain certain specialized legal advisory, drafting and related services concerning matters described in this Agreement; and

WHEREAS, Provider represents that it has the professional qualifications, experience and expertise to perform the services described herein and is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide legal and related services to Client.

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

1. DEFINITIONS

1.1 "Services" means the legal advisory, drafting, negotiation, and related services described in Section 2 and any ancillary tasks reasonably necessary to perform those services.

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

2. SCOPE OF SERVICES

Provider shall perform the Services described below in a timely and professional manner in accordance with applicable standards of practice. Specific tasks and deliverables shall include:

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Provider fees as follows:

Standard hourly rate: per hour.

Or fixed fee for specified work: .

3.2 Invoices. Provider shall invoice Client monthly or upon completion of specified milestones. Payment is due within days of receipt of an invoice. Unpaid sums shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. TERM AND TERMINATION

4.1 Term. This Agreement commences on the Effective Date and shall continue until completion of the Services or until terminated as provided herein.

4.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days in advance.

4.3 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 thirty (30) days after receipt of written notice specifying the breach.

4.4 Effect of Termination. Upon termination, Client shall pay Provider all fees and expenses incurred through the effective date of termination, and Provider shall deliver all completed Deliverables and work in progress.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by either party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given its nature.

5.2 Obligations. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no case less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors or agents on a need-to-know basis who are bound to confidentiality obligations at least as protective as those herein.

5.3 Exceptions. Confidential Information does not include information that: (a) was in the public domain at the time of disclosure; (b) becomes public through no fault of the receiving party; (c) was lawfully in the receiving party's possession prior to disclosure; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Pre-Existing Materials. Each party retains all right, title and interest in materials owned or developed by that party prior to or outside the scope of this Agreement.

6.2 Work Product. Subject to Provider's retention of any pre-existing tools, templates and know-how, Provider assigns to Client all right, title and interest in the Deliverables created specifically for Client under this Agreement upon full payment of all amounts due. Provider shall retain a non-exclusive license to use general legal knowledge, experience and skills acquired during the engagement, provided no Confidential Information of Client is used or disclosed.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

7.1 Provider represents that it will perform the Services in a professional and workmanlike manner consistent with prevailing industry standards. Provider warrants that it has the authority and capacity to enter into this Agreement.

7.2 EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claim arising out of Provider's gross negligence or willful misconduct in performing the Services.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against claims arising from Client's breach of this Agreement, Client-provided information or Client's misuse of the Deliverables.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

Provider shall maintain professional liability insurance in an amount customary for providers performing similar services and shall, upon request, provide evidence of such insurance to Client.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand, certified mail (return receipt requested), or courier, or by email with confirmation of receipt. Notices are effective upon receipt.

12. AMENDMENTS; WAIVER

12.1 Amendments. Any amendment or modification of this Agreement must be in writing and signed by both parties.

12.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No delay or failure to exercise any right shall operate as a waiver.

13. GOVERNING LAW; VENUE

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

14.1 Entire Agreement. This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely effects the parties' intent.

14.3 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. Signatures delivered by facsimile or electronic means shall be effective as original signatures.

ADDITIONAL TERMS

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