Legal Monthly Agreement

LEGAL MONTHLY AGREEMENT

This Legal Monthly Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with Address: and Provider Name: with Address: .

RECITALS

WHEREAS, Client desires to obtain certain monthly legal services described herein and Provider is willing to provide such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties intend for this Agreement to define the scope, payment terms, confidentiality obligations, and other rights and remedies governing the monthly engagement between the parties.

WHEREAS, the parties desire a month-to-month arrangement that may be terminated as provided below.

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

1. DEFINITIONS

1.1 "Services" means the legal services to be provided monthly by Provider as described in Section 2. 1.2 "Monthly Fee" means the fee payable each month under Section 4. 1.3 "Confidential Information" has the meaning set forth in Section 7.

2. SCOPE OF SERVICES

Provider shall perform the legal services described below on a recurring monthly basis. The parties acknowledge that the Services are limited to the matters expressly set forth and do not include litigation or other matters outside the stated scope unless separately agreed in writing.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue on a month-to-month basis until terminated by either party in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement upon providing written notice to the other party not less than days prior to the desired termination date.

3.3 Termination for Cause. Either party may terminate immediately for material breach if the breach remains uncured for a period of 14 days after written notice specifying the breach and demanding cure.

4. FEES, INVOICING AND PAYMENT

4.1 Invoicing. Provider shall invoice Client monthly in advance or arrears as agreed; invoices shall itemize Services performed and any reimbursable expenses.

4.2 Late Payment. Any undisputed amounts not paid within seven (7) days after the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Provider may suspend Services until payment is made.

5. EXPENSES

Client shall reimburse Provider for reasonable and preapproved out-of-pocket expenses incurred in the performance of Services upon delivery of receipts or other documentation.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations. Each party shall (a) hold Confidential Information in confidence, (b) use it solely to perform its obligations under this Agreement, and (c) restrict disclosure to employees and contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

7. INTELLECTUAL PROPERTY

7.1 Work Product. Unless otherwise agreed in writing, Provider grants Client a nonexclusive, nontransferable license to use deliverables produced in the course of the Services for Client’s internal business purposes. Provider retains all underlying methodologies, know-how, and intellectual property.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMER

Each party represents that it has the authority to enter into this Agreement. Provider warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted legal standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of the indemnifying party’s breach of this Agreement or its negligent or willful misconduct.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

11. NOTICES

All notices shall be in writing and delivered by hand, overnight courier, or certified mail to the addresses set forth in the opening paragraph or to such other address as either party may designate in writing.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. This Agreement may be amended only by a written instrument signed by both parties. 12.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right. 12.3 Counterparts. This Agreement 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

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the parties at signing.

13.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. 13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. MISCELLANEOUS

14.1 Independent Contractor. Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship between the parties. 14.2 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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