Legal Negligence Contract

LEGAL NEGLIGENCE CONTRACT

This Legal Negligence Contract ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: and Provider Name: with principal address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Client desires to obtain certain services from Provider and Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties seek to allocate responsibility, defense obligations and economic risk for losses arising out of negligence, strict liability, or other tortious conduct in connection with the services to be performed; and

WHEREAS, the Parties intend that this Agreement govern their respective duties, indemnities, insurance obligations and limits of liability as set forth below.

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

1. DEFINITIONS

1.1 "Claims" means any demand, action, suit, judgment, loss, liability, cost, expense (including reasonable attorneys' fees), settlement or damage asserted by a third party against a Party.

1.2 "Gross Negligence" means conduct that constitutes a deliberate failure to exercise even the slight care that a reasonable person would exercise, or a conscious indifference to the rights, safety, or welfare of others.

1.3 "Losses" means damages awarded by a court, amounts paid in settlement, and related costs and expenses, including reasonable attorneys' fees and costs of investigation and remediation.

2. SCOPE OF SERVICES

Provider shall perform the services described in the Scope of Services below in a professional manner consistent with applicable industry standards. The Scope of Services (identify and describe) shall be:

3. STANDARD OF CARE; DUTIES

Provider agrees to exercise the degree of care, skill and diligence ordinarily exercised by professionals performing services of a similar nature under like circumstances. Nothing in this Agreement shall broaden the scope of professional duties beyond those imposed by applicable law. Provider shall comply with all applicable laws, codes and regulations in the performance of services.

4. ALLOCATION OF LIABILITY; INDEMNIFICATION

4.1 Each Party shall be responsible for Claims to the extent such Claims arise out of that Party's negligent acts or omissions. A Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against Claims asserted by third parties to the extent caused by the Indemnitor's negligence.

4.2 Notwithstanding Section 4.1, no Party shall be required to indemnify or hold harmless the other Party for Losses arising out of the other Party's Gross Negligence or Willful Misconduct. Where Claims result from the concurrent negligence of both Parties, liability shall be apportioned according to the Parties' respective degrees of fault as determined by final judgment of a court of competent jurisdiction or an agreed settlement.

4.3 The Indemnitor's duty to defend shall arise promptly upon written notice of a third-party Claim in accordance with Section 7 and shall include the obligation to assume and control the defense, provided that the Indemnitee may participate in such defense at its own expense. The Indemnitor shall not settle any Claim that admits fault by or imposes obligations on the Indemnitee without the Indemnitee's prior written consent, which consent shall not be unreasonably withheld.

5. LIMITATION OF LIABILITY

5.1 Except for liability arising from Gross Negligence, Willful Misconduct, or bodily injury or death, each Party's aggregate liability for direct damages under or in connection with this Agreement shall not exceed:

5.2 In no event shall either Party be liable to the other for special, indirect, incidental, punitive or consequential damages (including loss of profit or business interruption), even if advised of the possibility of such damages, except to the extent such damages result from Gross Negligence or Willful Misconduct.

6. INSURANCE

Provider shall maintain and, upon request, provide certificates evidencing commercial general liability and professional liability insurance with limits not less than: per occurrence, or such greater amounts as may be reasonably required. Such insurance shall name the Client as an additional insured with respect to claims arising out of the Provider's performance under this Agreement where allowed by the insurer.

7. NOTICE OF CLAIMS; DEFENSE PROCEDURE

7.1 A Party seeking indemnification must give the other Party prompt written notice of any Claim for which indemnity is sought. Failure to provide prompt notice will not relieve the Indemnitor of its obligations except to the extent the Indemnitor is materially prejudiced by the delay.

7.2 The Indemnitor shall have the right to assume control of the defense of any Claim, provided that counsel selected by the Indemnitor is reasonably acceptable to the Indemnitee. The Indemnitee shall cooperate fully and make available to the Indemnitor all information and personnel reasonably necessary for the defense.

8. DUTY TO MITIGATE

Each Party shall take commercially reasonable steps to mitigate any Losses for which indemnification or recovery may be sought under this Agreement. Failure to mitigate shall reduce recoverable damages to the extent the failure proximately contributed to the Losses.

9. TERM; TERMINATION

This Agreement shall commence on the Effective Date and continue until completion of the Scope of Services or termination in accordance with this Section. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice specifying the breach.

10. CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose to third parties any non-public information received from the other Party in connection with the performance of this Agreement, except as required by law or to the extent necessary to enforce rights or defend Claims under this Agreement.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice.

12. DISPUTE RESOLUTION

The Parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation between senior representatives. If unresolved within sixty (60) days, the Parties agree to submit the dispute to non-binding mediation before resorting to litigation. If mediation fails, either Party may pursue relief in a court of competent jurisdiction in the State of .

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any proceeding to resolve disputes arising under this Agreement, except where an alternative forum is required by applicable law.

14. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may only be amended by a written instrument signed by both Parties.

15. WAIVER; COUNTERPARTS

No waiver of any breach or default shall be effective unless in writing signed by the Party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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