Legal Milestone Agreement

LEGAL MILESTONE AGREEMENT

This Legal Milestone Agreement ("Agreement") is made as of Effective Date: by and between Client Name: , a organized under the laws of , with principal place of business at (hereinafter "Client"), and Provider Name: , a organized under the laws of , with principal place of business at (hereinafter "Provider").

RECITALS

WHEREAS, Client desires to procure from Provider certain legal services and deliverables described in this Agreement and in the Milestones set forth below; and

WHEREAS, Provider represents that it has the experience and qualifications to perform the services and, subject to the terms and conditions herein, agrees to perform the work on the milestone-based schedule and payment terms set forth in this Agreement; and

WHEREAS, the parties intend that payment will be made upon Provider's satisfactory completion and Client's acceptance of identified Milestones in accordance with the Acceptance procedures below.

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

1. DEFINITIONS

1.1 "Milestone" means a discrete deliverable or set of deliverables described in Section 3, each of which is associated with an agreed due date and fee. "Deliverable" means the tangible or electronic work product produced by Provider for Client under a Milestone.

1.2 "Acceptance" means Client's written confirmation that a Deliverable satisfies the Acceptance Criteria for the applicable Milestone pursuant to Section 4.

2. ENGAGEMENT

Provider shall perform the legal services described in this Agreement and in the Milestones. Provider shall perform such services in a professional manner consistent with industry standards and applicable law, and shall comply with Client policies as reasonably communicated in writing.

3. MILESTONES, DELIVERABLES AND SCHEDULE

The parties agree the work shall be performed in the following Milestones. Each Milestone includes a short title, a description of the Deliverables, the target due date, the fee payable upon Acceptance, and Acceptance Criteria.

Milestone 1

Due Date:    Fee: $

Milestone 2

Due Date:    Fee: $

Milestone 3

Due Date:    Fee: $

4. ACCEPTANCE PROCEDURE

4.1 Provider shall deliver each Deliverable to Client in the form and manner specified in the applicable Milestone. Upon delivery, Client shall have a period of ten (10) business days to review and either (a) provide written Acceptance, or (b) provide written notice identifying deficiencies specifying how the Deliverable fails to meet the Acceptance Criteria. Failure to provide written notice within the period shall constitute Acceptance.

4.2 If Client timely identifies deficiencies, Provider shall correct such deficiencies at Provider's expense and resubmit the Deliverable for Acceptance within a reasonable period not to exceed fifteen (15) business days unless the parties agree otherwise in writing.

5. COMPENSATION AND PAYMENT

5.1 Fees. Client shall pay Provider the fees set forth for each Milestone, payable within thirty (30) days after Acceptance of the applicable Milestone and receipt of a correct invoice. Invoices shall reference the Milestone and include reasonable detail of the Deliverable accepted.

5.2 Late Payments. Any undisputed amount not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. CHANGE ORDERS

Any change to the scope, schedule, or fees for a Milestone must be set forth in a written Change Order signed by authorized representatives of both parties. Unless a Change Order is fully executed, Provider shall not be obligated to perform changed work and shall not be compensated for it.

7. CONFIDENTIALITY

Each party shall treat as confidential and shall not disclose the other party's Confidential Information except to those employees, agents or contractors who have a need to know for performance under this Agreement and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that (a) is or becomes publicly available other than by breach of this Agreement, (b) was in the receiving party’s possession prior to disclosure, or (c) is required to be disclosed by law, provided the disclosing party gives reasonable notice to the other party to seek protective measures.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Except as expressly provided in this Agreement, each party retains all right, title and interest in its pre-existing intellectual property. Provider hereby assigns to Client all right, title and interest in and to the Deliverables, subject to Client's payment in full for the applicable Milestone, and Provider shall execute assignments and other instruments reasonably necessary to effect such assignment.

8.2 License Back. Provider shall retain a non-exclusive, non-transferable license to use its general know-how and methodologies, but shall not use any of Client's Confidential Information except as permitted by this Agreement.

9. REPRESENTATIONS AND WARRANTIES

Each party represents that it has the corporate power and authority to enter into this Agreement and perform its obligations. Provider represents that the Deliverables will materially conform to the Acceptance Criteria and will not infringe third-party intellectual property rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS).

11. TERMINATION

11.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Client shall pay Provider for all Accepted Milestones and for reasonable work-in-progress performed in accordance with this Agreement through the effective date of termination.

11.2 Termination for Material Breach. Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within thirty (30) days after receiving written notice specifying the breach.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, reputable overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

13. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver of that or any other right.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, including all Milestones and Change Orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original.

16. ADDITIONAL PROVISIONS

The parties further agree that delays caused by events beyond a party’s reasonable control shall extend applicable Milestone due dates for the period of such delay. Each party shall comply with applicable law in performing its obligations hereunder.

Sign Now