Legal Law Corporation Agreement

LEGAL LAW CORPORATION AGREEMENT

This Legal Law Corporation Agreement (the Agreement) is entered into as of Effective Date: by and between Corporation Name: , a/an organized under the laws of , with principal place of business at (hereinafter Corporation), and Law Firm Name: , a/an organized under the laws of , with principal place of business at (hereinafter Law Firm). Corporation and Law Firm are each a Party and together the Parties.

RECITALS

WHEREAS, Corporation requires legal services in connection with corporate governance, regulatory compliance, contracts, and other matters described herein; and

WHEREAS, Law Firm is duly authorized to provide legal services and possesses the experience and resources necessary to represent Corporation in the matters described in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Law Firm will provide legal services to Corporation.

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

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Corporation hereby engages Law Firm, and Law Firm accepts such engagement, to provide legal services as described in this Agreement. The scope of services initially includes the following matters:

1.2 Additional Matters. Services outside the scope set forth above shall require written authorization from Corporation and an agreed amendment to fees and staffing where applicable.

2. TERM; TERMINATION

2.1 Term. This Agreement commences on the Effective Date and shall continue until terminated as provided herein.

2.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon written notice to the other Party delivered at least days prior to termination.

2.3 Termination for Cause. Either Party may terminate immediately for material breach by the other if the breaching Party fails to cure within thirty (30) days after written notice specifying the breach. Termination shall be without prejudice to any accrued rights or liabilities of either Party.

3. FEES; BILLING; EXPENSES

3.1 Fees. Corporation shall pay Law Firm for legal services at the rates and on the terms set forth in the Fee Schedule below. Fee Schedule summary:

3.2 Retainer. Upon execution of this Agreement, Corporation shall deliver a retainer in the amount of to be applied against future fees and expenses. Retainer handling and conditions:

3.3 Expenses. Corporation shall reimburse Law Firm for reasonable out-of-pocket expenses incurred in connection with the representation, including filing fees, courier charges, travel, and expert fees. Law Firm will obtain Corporation's consent before incurring expenses in excess of .

3.4 Billing and Payment. Law Firm will render invoices monthly (unless otherwise agreed). Payment is due within thirty (30) days of invoice. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. CONFIDENTIALITY

4.1 Confidential Information. Each Party shall treat as confidential all nonpublic information obtained from the other Party in connection with the engagement and shall not disclose such information except as required by law or as necessary to perform the services under this Agreement.

4.2 Exceptions. The obligations in Section 4.1 shall not apply to information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other Party’s confidential information.

5. CONFLICTS OF INTEREST

5.1 Present and Future Conflicts. Law Firm represents that, to the best of its knowledge after reasonable inquiry, it has no conflict that would materially impair its ability to perform under this Agreement. If Law Firm becomes aware of a conflict, Law Firm will immediately notify Corporation and propose a course of action.

5.2 Limited Waiver. Corporation may execute a limited waiver of a disclosed conflict by indicating acceptance here: Accept limited waiver of disclosed conflict.

6. CLIENT COOPERATION; INFORMATION

6.1 Cooperation. Corporation shall provide timely access to personnel, records, and information reasonably requested by Law Firm and shall designate a primary contact to facilitate communication.

6.2 Representations. Corporation represents that all information supplied to Law Firm is accurate and complete to the best of Corporation’s knowledge. Corporation will promptly notify Law Firm of any material change in facts.

7. WORK PRODUCT; INTELLECTUAL PROPERTY

7.1 Ownership. Except as otherwise agreed in writing, documents and work product prepared by Law Firm specifically for Corporation in connection with this engagement shall be the property of Corporation upon full payment of all fees and expenses due for the services that produced such work product. Law Firm shall retain a nonexclusive right to use general knowledge, experience and skills acquired in the course of representation.

8. LIMITATION OF LIABILITY

8.1 Disclaimer and Cap. Except for claims resulting from willful misconduct or gross negligence, each Party’s aggregate liability to the other shall be limited to direct damages not to exceed the total amount of fees paid by Corporation to Law Firm under this Agreement during the twelve (12) months preceding the event giving rise to the claim or , whichever is less. In no event shall either Party be liable for consequential, special, incidental, or punitive damages.

9. INDEMNIFICATION

9.1 Indemnity by Corporation. Corporation shall indemnify, defend and hold harmless Law Firm and its partners, associates and employees from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Corporation’s breach of this Agreement or Corporation’s fraudulent or illegal acts.

9.2 Indemnity by Law Firm. Law Firm shall indemnify Corporation for claims resulting from Law Firm’s gross negligence or willful misconduct in the performance of legal services under this Agreement.

10. RECORDS; RETENTION

10.1 File Retention. Law Firm will retain files and related documents for a period of years following conclusion of the matter, after which Law Firm may destroy the physical and electronic files unless Corporation instructs otherwise in writing.

11. NOTICES

11.1 Method. All notices under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or by certified mail, return receipt requested, addressed to the Parties at their respective notice addresses set forth below or at such other address as either Party may designate by written notice to the other.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 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.

12.2 Dispute Resolution. The Parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, the Parties agree to submit the dispute to binding arbitration in accordance with the rules agreed by the Parties, and judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

13. MISCELLANEOUS

13.1 Entire Agreement. This Agreement, together with any attached Fee Schedule or engagement letters incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.2 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by both Parties. No failure or delay in exercising any right shall operate as a waiver.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

13.4 Assignment. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that Law Firm may assign receivables and related billing rights.

13.5 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.

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