Legal Mountain Alternative Services Agreement

LEGAL MOUNTAIN ALTERNATIVE SERVICES AGREEMENT

This Alternative Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: , entity type: Individual Corporation LLC Other with principal place of business at (hereinafter "Service Provider"), and Client Name: , entity type: Individual Corporation LLC Other with principal place of business at (hereinafter "Client"). Service Provider and Client may be referred to jointly as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Service Provider maintains expertise and resources to perform alternative legal and related services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to provide such services on the terms and conditions set forth herein in lieu of, or as a supplement to, traditional in-house arrangements or conventional retainers; and

WHEREAS, the Parties intend by this Agreement to set forth the scope, compensation, allocation of risk, confidentiality, and other terms governing their relationship.

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

1. SERVICES

1.1 Scope. Service Provider shall provide the services described in Scope of Services: below (collectively, the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

1.2 Changes. Any material change to the Services shall be agreed in writing by authorized representatives of both Parties in a written change order specifying any impact on fees, schedule, and deliverables.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date specified above and continue for Initial Term (months): months, unless earlier terminated pursuant to Section 11.

2.2 Renewal. Upon expiration, this Agreement shall automatically renew for successive Renewal Term (months): month periods unless either Party provides written notice of non-renewal at least Notice Period (days): days prior to the end of the then-current term.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees described below and in any applicable statement of work. Fee Structure: Fixed Fee Time & Materials

3.2 Invoicing and Payment. Service Provider shall invoice Client in accordance with the schedule set forth in the applicable statement of work. Unless otherwise agreed, Client shall pay undisputed amounts within Payment Terms (days): days of receipt of an invoice. Late payments shall accrue interest at Interest Rate (% per annum): % per month or the maximum allowed by law, whichever is less.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by either Party that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

4.2 Obligations. Each Party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except as permitted herein, and (c) take reasonable measures to protect it at least as stringent as those used to protect its own confidential information.

4.3 Exceptions. Confidential Information does not include information that is or becomes publicly available other than through breach of this Agreement, was rightfully known prior to disclosure, or is independently developed without use of Confidential Information.

5. INTELLECTUAL PROPERTY

5.1 Pre-Existing Materials. Each Party retains all right, title and interest in materials owned or developed by that Party prior to or outside this Agreement ("Background IP"). Nothing in this Agreement transfers ownership of Background IP.

5.2 Deliverables. Subject to Client's payment of all amounts due and except for Background IP, Service Provider hereby assigns to Client all right, title, and interest in and to deliverables created specifically for Client under this Agreement. Where assignment is not effective, Service Provider grants Client an exclusive, perpetual, worldwide, royalty-free license to use such deliverables for Client's internal business purposes.

6. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

6.1 Mutual Representations. Each Party represents that it has the authority to enter into this Agreement and perform its obligations hereunder.

6.2 Service Provider Warranty. Service Provider warrants that the Services will be performed with reasonable skill and care in accordance with applicable industry standards for a period of Warranty Period (days): following delivery. Client's sole and exclusive remedy for breach of this warranty is re-performance of the nonconforming Services or, if Service Provider cannot cure, refund of fees paid for the nonconforming Services.

6.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. INDEMNIFICATION

7.1 By Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claim arising out of (a) Service Provider's gross negligence or willful misconduct in performing the Services, or (b) a claim that the deliverables, as delivered, infringe a third party's valid intellectual property rights, provided Client gives Service Provider prompt written notice and cooperates in the defense.

7.2 By Client. Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claim arising from Client's use of the deliverables in breach of this Agreement or unlawful instructions provided to Service Provider.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED The Liability Cap Amount: .

9. INSURANCE

Service Provider shall maintain, at its expense, insurance coverages customary for the Services to be provided, including commercial general liability and professional liability/errors & omissions insurance in commercially reasonable limits and, upon Client's request, shall provide certificates of insurance evidencing such coverage.

10. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement and shall obtain and maintain all permits and licenses necessary to perform its obligations.

11. TERMINATION

11.1 For Convenience. Either Party may terminate this Agreement for convenience upon Convenience Notice (days): days' prior written notice to the other Party.

11.2 For Cause. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within Cure Period (days): days after written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Client shall pay Service Provider for Services performed and approved expenses incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and Governing Law shall survive termination.

12. TRANSITION ASSISTANCE

13. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and addressed to the respective Party at the addresses set forth below (or to such other address that a Party may specify in writing in accordance with this Section). Notices shall be delivered by hand, certified mail (return receipt requested), nationally recognized overnight courier, or email with confirmation of receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. No amendment or modification of this Agreement is effective unless it is in writing and signed by duly authorized representatives of both Parties.

14.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement operates as a waiver of that right unless such waiver is in a signed writing.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which is an original, and all of which taken together constitute one agreement. Signatures delivered by electronic means shall be binding.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

15.2 Entire Agreement. This Agreement, including any statements of work and exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

15.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and be construed so as to preserve the Parties' intent to the fullest extent permitted by law.

16. MISCELLANEOUS

16.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

16.2 Subcontracting. Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the subcontractor's performance and compliance with this Agreement.

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