Legal Meeting Package

LEGAL MEETING PACKAGE

This Legal Meeting Package Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider is engaged in the business of preparing legal meeting materials, including but not limited to agendas, board books, minutes templates, resolutions, and supporting exhibits (the Meeting Package);

WHEREAS, Client has requested that Provider prepare and deliver a Meeting Package in advance of Client's scheduled meeting on Meeting Date: ; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the preparation, delivery, use and ownership of the Meeting Package.

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

1. DEFINITIONS

1.1 "Deliverables" means the documents, electronic files and printed materials specifically described in Section 2 and delivered by Provider to Client as the Meeting Package.

1.2 "Business Day" means any day other than a Saturday, Sunday or public holiday observed in the jurisdiction specified under Governing Law.

2. SCOPE OF SERVICES

2.1 Provider shall prepare the Meeting Package consisting of the items described in the Description of Materials below and shall deliver the Deliverables to Client in the Delivery Method selected. Provider shall perform the Services in a professional and timely manner consistent with generally accepted industry standards.

2.2 Delivery Deadline: Provider shall deliver the initial Meeting Package to Client no later than Delivery Deadline: .

2.3 Revisions: Provider will incorporate up to Number of Revisions: reasonable rounds of edits requested by Client within five (5) Business Days of delivery. Additional revisions shall be billed as Additional Revision Rate: $ per hour.

Electronic delivery (email / secure file transfer)
Printed copies delivered to meeting location
On-site presentation materials and hard copies

3. FEES AND PAYMENT

3.1 Fees: Client shall pay Provider a fee of Total Fee: $ for the Services described herein, payable in accordance with this Section.

3.2 Payment Terms: Provider shall invoice Client upon delivery of the final Deliverables. Invoices are due and payable within Payment Days: days from invoice date. Late payments shall accrue interest at the rate of Late Interest Rate: .

3.3 Expenses: Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the provision of the Meeting Package, including but not limited to printing, binding, courier and travel costs.

4. CONFIDENTIALITY

4.1 Each party shall treat as Confidential Information all non-public information disclosed by the other party in connection with this Agreement, including the contents of the Meeting Package. Confidential Information shall not include information that is or becomes publicly available other than through a breach of this Agreement or that is independently developed by the receiving party.

4.2 Each party shall use Confidential Information only for the purpose of performing its obligations under this Agreement and shall restrict disclosure to employees, agents or consultants who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

5. INTELLECTUAL PROPERTY

5.1 Ownership: Provider retains ownership of all pre-existing templates, tools and proprietary materials used in preparing the Meeting Package. Upon full payment of amounts due under this Agreement, Provider grants Client a perpetual, non-exclusive, non-transferable license to use the final Deliverables for Client's internal corporate meeting purposes.

5.2 Attribution and Restrictions: Client shall not reproduce, distribute or permit third-party use of Provider's templates or proprietary materials outside the scope of the meeting purposes set forth herein without Provider's prior written consent.

6. REPRESENTATIONS AND WARRANTIES

6.1 Provider represents and warrants that (a) it has the full power and authority to enter into this Agreement and perform the Services; and (b) the Deliverables will be prepared in a professional manner and, to Provider's knowledge, will not infringe any third-party intellectual property right.

6.2 Client represents and warrants that it has provided Provider with all material facts and documents necessary for the preparation of the Meeting Package and that such materials do not violate any applicable law or third-party right.

7. LIMITATION OF LIABILITY

7.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR LOSS OF BUSINESS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

7.2 NOTWITHSTANDING THE FOREGOING, A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

8. INDEMNIFICATION

8.1 Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from Client's breach of its representations, warranties or obligations under this Agreement or from Client-supplied materials.

8.2 Provider shall indemnify Client for third-party claims of infringement to the extent such claims arise from Provider's material breach of Section 6 or from Provider's unauthorized use of third-party content.

9. NOTICES

9.1 All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier, to the addresses set forth below or to such other address as a party may specify by notice in accordance with this Section.

10. TERMINATION

10.1 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within fourteen (14) days after receipt of written notice specifying the breach.

10.2 Upon termination, Client shall pay Provider for all Services performed and out-of-pocket expenses incurred up to the effective date of termination. Sections 4, 5, 7 and 8 shall survive termination or expiration of this Agreement.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 This Agreement may be amended or modified only by a written instrument signed by duly authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of such right.

11.2 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 transmitted by electronic means shall be binding.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflict of laws principles.

12.2 Entire Agreement: This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and agreements, whether written or oral.

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

EXECUTION

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date first written above.

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