Legal Law Order Form

LEGAL LAW ORDER FORM

This Legal Law Order Form ("Order") is entered into as of the day of , by and between Client Name: , principal address: ("Client"), and Law Provider Name: , principal address: ("Provider").

Recitals

WHEREAS, Client requires legal services and document preparation as set forth in this Order and desires to engage Provider to perform such services on the terms and conditions contained herein;

WHEREAS, Provider represents that it is duly qualified, experienced, and licensed to provide the requested legal services and will perform such services in accordance with applicable professional standards;

WHEREAS, the parties wish to set forth the scope, fees, delivery schedule and terms governing the provision of services described in this Order.

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

1. Definitions

For purposes of this Order, the following terms have the meanings set forth below. "Services" means the legal work ordered by Client and described in Section 2. "Deliverables" means documents, filings, and work product produced by Provider in performance of the Services.

2. Scope of Services

Provider shall perform the Services described below. Provider shall exercise the degree of skill and care normally exercised by attorneys under similar circumstances.

3. Fees and Payment

Client shall pay Provider the fees and expenses set forth in this Section. Fees are exclusive of applicable taxes and disbursements unless otherwise stated.

Check if a retainer is required. If checked, Retainer Amount:

4. Client Responsibilities

Client shall provide timely instructions, documents, and access to information reasonably required by Provider to perform the Services. Failure to provide required cooperation may result in adjustment of fees and schedules.

5. Confidentiality

Each party shall maintain the confidentiality of Confidential Information received from the other party and shall not disclose such information except as required by law or as necessary to perform the Services. Confidential Information does not include information that is or becomes publicly available other than by breach of this Order.

6. Conflicts of Interest

Provider certifies that, to the best of its knowledge, there are no conflicts of interest that would prevent Provider from undertaking the Services on behalf of Client, except as disclosed below.

7. Termination

Either party may terminate this Order for material breach that is not cured within days after written notice. Upon termination Client shall pay Provider for Services performed and reasonable expenses incurred through the effective date of termination.

8. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or breach of this Order.

9. Limitation of Liability

Except to the extent caused by gross negligence or willful misconduct, Provider's aggregate liability arising out of or relating to this Order shall not exceed the total fees actually paid by Client to Provider under this Order.

10. Records and Audit

Provider shall maintain complete and accurate records relating to the Services and fees for a period of three years following final payment. Client or its designee may, upon reasonable notice and during normal business hours, audit such records to verify charges.

11. Notices

All notices required or permitted under this Order shall be in writing and shall be delivered to the addresses set forth below.

12. Amendments; Waiver; Counterparts

This Order 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 against whom enforcement is sought. This Order may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. Governing Law; Entire Agreement; Severability

This Order shall be governed by and construed in accordance with the laws of the state indicated below by the parties. This Order constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Order is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Miscellaneous

If any party is required to bring suit to enforce the terms of this Order, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. The parties agree to attempt to resolve disputes in good faith prior to initiating litigation.

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