Legal Plan Creation Agreement

LEGAL PLAN CREATION AGREEMENT

This Legal Plan Creation Agreement ("Agreement") is entered into as of by and between Legal Plan Provider: , with principal place of business at , and Client Name: , with address at .

RECITALS

WHEREAS, Provider is engaged in the business of preparing, drafting and delivering customized legal plans and related documentation designed to address the Client's specified legal objectives; and

WHEREAS, Client desires to retain Provider to prepare a legal plan as described herein and Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for the deliverables produced under this Agreement to be created as work-for-hire or assigned as set forth below.

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

1. Definitions

1.1 "Services" means the planning, research, drafting, review and advisory activities described in Section 2 to be performed by Provider for Client. "Deliverables" means the completed plan documents, annotated instructions, templates and other tangible materials delivered to Client pursuant to this Agreement. "Work Product" means all Deliverables and other materials created by Provider in the performance of the Services. "Confidential Information" means nonpublic information disclosed by either party in connection with this Agreement.

2. Services and Deliverables

2.1 Scope. Provider shall perform the Services described in the scope of work below and shall deliver the Deliverables in accordance with the schedule and acceptance criteria set forth in this Agreement. Provider will exercise reasonable professional skill and care customary in the provision of legal planning services.

2.2 Delivery Schedule. Provider shall deliver initial Deliverables on or before . Provider shall complete any revisions or supplemental Deliverables in accordance with the payment schedule and revision allowance set forth below.

3. Client Responsibilities

Client shall timely provide Provider with all information, documents, authorizations and access to personnel reasonably necessary for Provider to perform the Services. Client acknowledges that delays in providing requested materials may extend delivery dates and may entitle Provider to additional fees.

4. Fees, Expenses and Payment

4.1 Fees. Client shall pay Provider the fees set forth below for the Services and Deliverables.

4.2 Additional Fees. Additional services beyond the Scope of Services will be billed at Provider's standard hourly rate of per hour unless otherwise agreed in writing. Late payments shall incur interest at % per month or the maximum lawful rate.

5. Changes

Any changes to the Scope of Services shall be documented in a written change order executed by both parties and shall specify any adjustment to fees and delivery schedule. Provider is not obligated to commence additional work until Client approves any required change order.

6. Confidentiality

Each party shall maintain the other party's Confidential Information in strict confidence and shall not disclose it to any third party except as required by law or with prior written consent. Provider may disclose Confidential Information to subcontractors only to the extent necessary to perform the Services and provided the subcontractor is bound by confidentiality obligations at least as protective as those contained herein. Confidential Information shall not include information that is or becomes publicly known other than by breach of this Agreement.

7. Intellectual Property; Ownership

Unless otherwise agreed in writing, Provider shall retain all intellectual property rights in any templates, methodologies and pre-existing materials used in providing the Services. Upon full payment of all fees due, Provider assigns to Client all right, title and interest in the Deliverables created exclusively for Client as Work Product, excluding Provider's general know-how and pre-existing materials. Provider may retain copies of Deliverables for archival and professional purposes.

8. Representations and Warranties

8.1 Provider represents that it has the authority and competence to perform the Services and that the Deliverables will be prepared using reasonable professional skill and care. Provider does not warrant that any Deliverable will be suitable for any particular legal outcome or immune from challenge by third parties.

8.2 Client represents that it has the authority to contract and to provide the information necessary for Provider to perform the Services and that such information is accurate to the best of Client's knowledge.

9. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement. In no event shall Provider be liable for special, incidental, consequential or punitive damages, including lost profits, even if advised of the possibility of such damages.

10. Indemnification

Client shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any third-party claims, liabilities, losses and expenses arising out of Client's breach of this Agreement, Client's misuse of the Deliverables, or Client's failure to provide complete and accurate information. Provider shall promptly notify Client of any claim for which indemnification is sought and shall allow Client to control the defense and settlement of such claim.

11. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until completion of the Services unless earlier terminated as provided herein. Either party may terminate for cause upon ten (10) days' written notice if the other party materially breaches this Agreement and fails to cure within such period. Provider may suspend Services for nonpayment until payment is made.

12. 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 specify by written notice in accordance with this Section.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified by the parties here: , without regard to its conflict of laws principles.

14. Entire Agreement

This Agreement, including all attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

15. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the parties' original intent.

16. Amendments; Waiver; Counterparts

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Failure or delay by either party to exercise any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

17. Miscellaneous

The parties agree that Provider may engage subcontractors or outside consultants where reasonably necessary to perform the Services, provided Provider remains responsible for their work. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Entity Types

Provider entity type: Individual Corporation LLC Partnership

Client entity type: Individual Corporation LLC Partnership

Sign Now