Legal Markup Document

LEGAL MARKUP AGREEMENT

This Legal Markup Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , Client Address: and Service Provider Name: , Service Provider Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Client requires professional legal markup, review, annotation, and drafting of legal documents and related materials (the "Documents"); and

WHEREAS, Service Provider has the requisite experience, personnel, and expertise to perform legal markup services and agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the provision, acceptance, and payment for the legal markup services.

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means the annotated or redlined versions of Documents, and any written summaries or commentaries prepared by Service Provider and delivered to Client pursuant to this Agreement.

1.2 "Work Product" means all tangible and intangible results of Services, including markup files, notes, and draft language, created, developed or produced by Service Provider under this Agreement.

2. SCOPE OF SERVICES

2.1 Services. Service Provider shall perform legal markup services as described in the attached Scope of Services or as otherwise requested in writing by Client and accepted by Service Provider. The Parties agree that the Services shall include review, redline/track changes, margin notes, suggested clause language, and where requested, brief explanatory memos.

3. FEES, EXPENSES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth below for Services rendered. Parties may elect an hourly rate or a fixed fee for specific Deliverables; selection must be confirmed in writing prior to commencement of the related Services.

Hourly rate at $ per hour

Fixed fee per Deliverable $

3.2 Expenses. Client will reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in performing the Services upon presentation of supporting documentation.

4. CONFIDENTIALITY

4.1 Confidential Information. Each Party acknowledges that in connection with this Agreement it may receive confidential, non-public, and proprietary information ("Confidential Information"). The receiving Party shall not disclose such Confidential Information to third parties and shall use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

4.2 Exclusions. Confidential Information does not include information which is or becomes generally available to the public other than as a result of a breach of this Agreement, or which the receiving Party can demonstrate was already rightfully in its possession prior to disclosure.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Service Provider hereby assigns to Client all right, title and interest in and to Work Product, subject to payment in full of all amounts due under this Agreement. Service Provider retains ownership of its pre-existing templates, tools, methodologies and know-how which are not specific Work Product.

5.2 License. To the extent Service Provider retains any intellectual property rights necessary for Client's continued use of the Deliverables, Service Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use such residual materials solely for Client's internal business purposes.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement and that the execution and performance of this Agreement will not violate any contractual obligations to third parties.

6.2 Service Provider Warranty. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. Client's sole remedy for breach of this warranty shall be re-performance of the deficient Services or, if re-performance is not commercially reasonable, a refund of the fees attributable to the deficient Services.

7. INDEMNIFICATION

7.1 Indemnification by Service Provider. Service Provider shall defend, indemnify and hold Client harmless from and against any third-party claims arising from Service Provider's gross negligence, willful misconduct, or material breach of this Agreement, provided that Client promptly notifies Service Provider in writing of the claim and cooperates in the defense.

7.2 Indemnification by Client. Client shall defend, indemnify and hold Service Provider harmless from and against any third-party claims arising from Client's use of the Deliverables in a manner inconsistent with this Agreement or from Client-provided materials that infringe third-party rights.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. TERM AND TERMINATION

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

9.2 Termination. Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate for material breach if the other Party fails to cure such breach within days after receipt of written notice specifying the breach.

9.3 Effect of Termination. Upon termination, Client shall pay for Services performed and reasonable non-cancellable expenses incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and Miscellaneous shall survive termination.

10. NOTICES

All notices, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party may specify by notice in accordance with this Section).

11. AMENDMENTS; WAIVER

11.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.

11.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise.

12. GOVERNING LAW

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.

13. ENTIRE AGREEMENT

This Agreement, together with any written attachments or Statements of Work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or communications, whether written or oral.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall continue in full force and effect.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed to be original signatures.

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