Legal Packet Form

LEGAL PACKET FORM

This Legal Packet Form (the "Packet") is executed on this day of , by and between Client Name: (the "Client") and Provider Name: (the "Provider").

RECITALS

WHEREAS, the Client desires to assemble, organize and obtain legal documents and associated deliverables relating to the Client's matter as more fully described in this Packet; and

WHEREAS, the Provider is experienced in preparing and delivering legal document packets and is willing to prepare such packet on the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Packet to record their mutual obligations, deliverables, fees and other terms applicable to the assembly and transfer of the legal packet.

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

1. DEFINITIONS

For the purposes of this Packet, the following terms shall have the meanings set forth below:

"Packet Documents" means all documents, drafts, exhibits, forms, checklists and written materials assembled, prepared or delivered by the Provider to the Client pursuant to this Packet, including any electronic copies and metadata.

"Deliverable" means each discrete item of work product specified in Section 2 that the Provider is obligated to produce and deliver to the Client.

2. SCOPE OF SERVICES AND DELIVERABLES

The Provider shall compile and deliver the Packet Documents described below in accordance with the specifications and schedule set forth in this Section. The Provider's services shall include preparing, reviewing and delivering complete drafts and final versions of each Deliverable, subject to the Client's timely provision of required information.

Delivery schedule: Provider will deliver the initial draft of the Packet Documents by , subject to receipt of complete instructions and materials from the Client. Final delivery shall occur within the time period mutually agreed after Client's approval of drafts.

3. PACKET CUSTODY; FILE RETENTION

Upon delivery of final Packet Documents and full payment of Fees under Section 4, custody of the Packet Documents shall transfer to the Client. Provider will retain copies of Packet Documents for a period not to exceed months, after which Provider may destroy retained copies, unless otherwise required by law or agreed in writing.

4. FEES AND PAYMENT

The Client shall pay the Provider fees as follows: Packet preparation fee of $ payable .

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. All fees are exclusive of taxes; the Client shall be responsible for any taxes assessed on the services provided hereunder.

5. CONFIDENTIALITY

Each party shall treat as Confidential Information all non-public information disclosed by the other party in connection with this Packet. Confidential Information shall not include information that (a) is or becomes publicly available without breach of this Packet; (b) is rightfully received from a third party without an obligation of confidentiality; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall restrict disclosure of Confidential Information to employees, consultants and agents with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Packet. The Provider warrants that the Packet Documents will be prepared with reasonable care in accordance with professional standards applicable to Provider's services; provided, however, that Provider does not warrant the outcome of any legal matter or the Client's acceptance by any third party.

7. 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, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Packet, negligence or willful misconduct.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS PACKET, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIM ARISING FROM THIS PACKET SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS PACKET.

9. TERM; TERMINATION

This Packet shall commence on the execution date set forth above and shall continue until the delivery of all Deliverables and payment in full, unless earlier terminated as provided herein. Either party may terminate this Packet for material breach by the other party if such breach remains uncured for days after written notice.

10. NOTICES

All notices required or permitted under this Packet shall be in writing and shall be deemed delivered when delivered in person, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, to the addresses set forth below or to such other address as a party may designate by notice to the other.

11. AMENDMENTS; WAIVER

No amendment or modification of this Packet shall be effective unless in writing and signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought; any waiver shall be limited to the specific instance and shall not constitute a continuing waiver.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Packet shall be governed by and construed in accordance with the laws of the state whose name the parties select: Governing State: , without regard to conflict of laws principles.

This Packet, together with any exhibits, schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

If any provision of this Packet is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

13. MISCELLANEOUS

This Packet 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. Electronically transmitted signatures shall be deemed originals for all purposes.

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