Legal Platinum Agreement

LEGAL PLATINUM AGREEMENT

This Legal Platinum Agreement (the Agreement) is made and entered into as of the Effective Date: , by and between Provider Name: , Entity Type: Individual Corporation LLC, with principal place of business at ; and Client Name: , Entity Type: Individual Corporation LLC, with principal place of business at .

RECITALS

WHEREAS, Provider is in the business of providing premium legal advisory, document drafting, and representation services as described herein; and

WHEREAS, Client desires to engage Provider on a subscription basis for the Legal Platinum tier of services and Provider is willing to provide such services subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend that Provider will deliver prioritized legal support, custom document drafting, compliance reviews, and limited representation as further 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 legal advisory, drafting, review, and representation obligations described in Section 2. "Deliverables" means documents and work product delivered to Client under this Agreement.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services set forth in this Agreement and any mutually executed Statement of Work. Services include, without limitation, prioritized telephone and email consultations, up to hours of monthly consultation, standard document drafting, and two compliance audits per subscription year.

2.2 Provider shall assign qualified attorneys or legal professionals and shall exercise reasonable professional skill and care in performing Services in accordance with applicable professional standards.

3. FEES AND PAYMENT

3.1 Client shall pay Provider a recurring subscription fee for the Legal Platinum tier in the amount of $ per month (the Subscription Fee).

3.2 Payment shall be due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3.3 Additional services outside the scope will be billed at Provider's standard hourly rates or at rates mutually agreed in writing prior to commencement of such services.

4. TERM AND TERMINATION

4.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for months, and shall automatically renew for successive renewal periods of equal duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

4.3 Effect of Termination. Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination and Provider shall deliver any completed Deliverables and any work in progress for which Client has paid.

5. CONFIDENTIALITY

5.1 Each party shall keep confidential all non-public information disclosed by the other party and shall not disclose such information except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.2 Exceptions. Confidentiality obligations shall not apply to information that is (a) already known by the receiving party without obligation of confidentiality, (b) publicly available through no fault of the receiving party, or (c) independently developed by the receiving party without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Provider retains all right, title and interest in and to Provider's pre-existing materials, templates, tools, and know-how. Client shall own Deliverables to the extent the Deliverables are custom-created for Client and Client has paid all amounts due; provided, however, that Provider may retain copies for compliance and archival purposes and Provider retains the right to use anonymized and aggregated data for business purposes.

7. WARRANTIES; DISCLAIMER

7.1 Provider warrants that Services will be performed in a competent and professional manner in accordance with generally accepted industry standards. Client's sole remedy for a breach of this warranty shall be re-performance of the nonconforming Services at Provider's expense, or if Provider fails to re-perform, a refund of the fees paid for such nonconforming Services.

7.2 EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 7.1, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Client shall indemnify and hold Provider harmless from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's misuse of Deliverables, breach of this Agreement, or violation of applicable law.

8.2 Provider shall indemnify Client against claims arising from Provider's gross negligence or willful misconduct in the performance of Services, subject to the limitations set forth in Section 9.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. 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. Notices shall be deemed given upon personal delivery, one business day after delivery via overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right or remedy shall operate as a waiver thereof.

11.2 This Agreement 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.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state designated below without regard to its conflict of law rules. Choice of law state:

12.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the parties' intent.

12.3 Entire Agreement. This Agreement, together with any Statements of Work and exhibits executed hereunder, 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.

13. MISCELLANEOUS

13.1 Independent Contractors. The parties are independent contractors and nothing contained in this Agreement shall be deemed to create a partnership, joint venture, employment relationship, or agency between them.

13.2 Assignment. 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.

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