Legal Membership Plan

LEGAL MEMBERSHIP PLAN

This Legal Membership Plan (the "Plan") is entered into as of Effective Date: by and between Provider: with principal address and Member: with principal address .

Recitals

WHEREAS, Provider renders legal advisory services, document drafting and related legal assistance to clients on a subscription or membership basis; and

WHEREAS, Member desires to obtain and Provider desires to provide certain legal services on the terms and conditions set forth in this Plan; and

WHEREAS, the parties intend for this Plan to set forth the membership services, fees, obligations and dispute resolution mechanisms applicable to the relationship.

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

1. Definitions

1.1 "Services" means the legal advisory, drafting, filings, consultations and other services expressly described in Section 2 and any Statement of Services executed by the parties. 1.2 "Membership Fees" means the periodic fees payable by Member under Section 3. 1.3 "Confidential Information" has the meaning set forth in Section 7.

2. Membership Levels; Scope of Services

Member selects the membership level and scope of Services by indicating the chosen tier below. Member acknowledges that only the services expressly described for the selected tier are included; additional work will be provided only if agreed in writing and may incur additional charges.

Basic — up to two consultations per month and standard document templates.
Standard — up to five consultations per month, priority response, limited drafting services.
Premium — unlimited consultations subject to fair use, expedited drafting, and annual compliance review.

3. Fees, Billing and Payment

3.1 Membership Fees: Member shall pay Membership Fees in the amount of $ per . Fees are exclusive of taxes.

3.2 Payment Terms: Member authorizes Provider to charge Member's designated payment method on a recurring basis in advance. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. Term; Renewal; Termination

4.1 Term: The initial term of this Plan shall commence on Start Date: and shall continue for a period of months, unless earlier terminated pursuant to this Section.

4.2 Renewal: The Plan shall automatically renew for successive terms of equal duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4.3 Termination for Cause: Either party may terminate this Plan upon written notice if the other party materially breaches this Plan and fails to cure such breach within days after receipt of written notice specifying the breach.

5. Member Obligations

Member shall provide timely, accurate information reasonably necessary for Provider to perform the Services, shall cooperate with Provider personnel, and shall pay all Membership Fees when due. Member shall not circumvent Provider to obtain services outside this Plan to avoid payment of fees.

6. Provider Obligations; Standard of Care

Provider shall perform Services in a manner consistent with applicable professional standards and shall assign personnel with appropriate skill and qualifications. Provider does not guarantee specific results and will inform Member of any material conflicts of interest that arise during the Term.

7. Confidentiality

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party except (a) to employees or contractors on a need-to-know basis under obligations of confidentiality, (b) as required by law or by a valid order of a court, or (c) with the disclosing party's prior written consent. Confidential Information does not include information that is or becomes publicly available other than by breach of this Plan.

8. Intellectual Property

Provider retains all right, title and interest in materials, methodologies and templates developed prior to or outside the scope of this Plan. Subject to timely payment of Fees, Provider grants Member a non-exclusive, non-transferable license to use deliverables solely for Member's internal business purposes. Any custom-developed deliverables to the extent identified in a written statement executed by the parties may be assigned as set forth therein.

9. Indemnification; Limitation of Liability

9.1 Indemnification. Member shall indemnify, defend and hold harmless Provider from and against any claims arising from Member's misuse of deliverables or breach of Member's obligations. Provider shall indemnify, defend and hold harmless Member from claims arising from Provider's gross negligence or willful misconduct in the performance of Services.

9.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct or a party's breach of confidentiality or indemnification obligations, neither party's aggregate liability under this Plan shall exceed the total Membership Fees paid by Member to Provider under this Plan during the twelve (12) months preceding the claim.

10. Insurance

Provider shall maintain professional liability insurance with limits of at least $ per claim and commercial general liability insurance as reasonably appropriate.

11. Notices

All notices, demands or other communications required or permitted under this Plan shall be in writing and delivered to the addresses set forth below (or to such other address as a party designates by notice). Notices are effective upon personal delivery, three (3) days after deposit with a nationally recognized overnight courier, or upon confirmed electronic transmission if receipt is acknowledged.

12. Amendments; Waiver; Counterparts

This Plan 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 granting the waiver. This Plan 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.

13. Governing Law; Dispute Resolution

This Plan shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties agree that claims arising under this Plan shall be resolved by final and binding arbitration administered in the governing state unless the parties mutually agree otherwise in writing.

14. Entire Agreement

This Plan, together with any executed Statements of Services and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

15. Severability

If any provision of this Plan is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving, to the extent possible, the original intent.

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