Legal Policy Rewrite Template

Legal Policy Rewrite Agreement

This Legal Policy Rewrite Agreement ("Agreement") is made effective as of Date: by and between Client Name: with principal address at Client Address: and Consultant Name: with principal address at Consultant Address: .

Client Entity Type: Individual Corporation LLC Other

Consultant Entity Type: Individual Corporation LLC Other

RECITALS

WHEREAS, Client maintains one or more policy documents, procedures, handbooks, or other written policies (collectively "Policy Documents") that require review, consolidation, clarification, or revision to conform to current legal, regulatory and operational requirements; and

WHEREAS, Consultant represents that it has experience and expertise in drafting and revising organizational policies, performing legal and regulatory analysis, and providing written deliverables suitable for implementation by Client; and

WHEREAS, Client desires to engage Consultant, and Consultant is willing to provide services to prepare, revise, and deliver updated Policy Documents under the terms set forth in this Agreement.

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

1. DEFINITIONS

"Deliverables" means the written policy drafts, consolidated policy manuals, annotated redlines, executive summaries, and any related templates or checklists to be provided by Consultant to Client as described in Section 2. Deliverables shall be provided in editable electronic format unless otherwise agreed in writing.

"Acceptance" means Client's written confirmation that the Deliverables materially conform to the Acceptance Criteria set forth in Section 2. Failure to provide Acceptance or stated deficiencies in the Delivery Review Period shall be governed by Section 2.3.

2. SCOPE OF SERVICES

2.1 Services. Consultant shall perform the professional services described below:

2.2 Deliverables and Acceptance Criteria. Consultant shall deliver the initial draft Deliverables within of the effective date. Client shall have to review and provide written comments. Acceptance shall occur when Client provides written confirmation that Deliverables materially conform to the agreed Acceptance Criteria or fails to provide specified defects within the review period.

2.3 Revisions. Unless otherwise agreed, Consultant will provide up to revision cycles at no additional fee to address reasonable comments. Additional revisions requested by Client beyond the included cycles will be billed in accordance with Section 3.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Consultant a fee of for the Services, payable as set forth below.

3.2 Payment Schedule. Payments shall be due as follows:

3.3 Late Payments. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Consultant may suspend performance for failure to pay overdue amounts thirty (30) days after written notice.

4. CHANGE REQUESTS

Any changes to the scope, schedule, or Deliverables shall be documented in a written change order signed by both parties. Change orders shall specify adjustments to the Services, fees, schedule, and deliverables. Consultant shall not be obligated to perform changes until a change order is executed.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public business, technical or commercial information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential.

5.2 Obligations. Each party shall: (a) maintain Confidential Information in strict confidence; (b) use it only to perform obligations under this Agreement; and (c) restrict disclosure to employees, contractors or advisors with a need to know and subject to equivalent confidentiality obligations. Confidential Information does not include information that is public, rightfully received from a third party, independently developed, or required to be disclosed by law.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Upon full payment of all amounts due to Consultant, Consultant assigns to Client all right, title and interest in and to the final Deliverables delivered under this Agreement, excluding Consultant's pre-existing methodologies, templates, tools, know-how, and other intellectual property, which remain Consultant's sole property.

6.2 License to Consultant Materials. Consultant grants Client a non-exclusive, perpetual, worldwide license to use Consultant's pre-existing materials to the extent embedded in the Deliverables solely for Client's internal business operations.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Mutual Representations. Each party represents that it has the right and authority to enter into this Agreement and perform its obligations.

7.2 Consultant Warranty. Consultant warrants that the Deliverables will be original and will not knowingly infringe third-party intellectual property rights. Client's sole and exclusive remedy for breach of this warranty shall be, at Consultant's option, correction of the Deliverables or repayment of fees paid for the affected Deliverable.

7.3 Disclaimer. Except as expressly set forth in this Agreement, Consultant disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

8. INDEMNIFICATION

Consultant shall indemnify, defend and hold Client harmless from claims brought by third parties alleging that the Deliverables infringe their intellectual property rights, provided Client gives prompt written notice, cooperates in the defense, and allows Consultant control of the defense and settlement. Client shall indemnify, defend and hold Consultant harmless from claims arising from Client's use of the Deliverables, Client-provided information, or Client's failure to obtain required consents or licenses.

9. LIMITATION OF LIABILITY

Except for liability resulting from willful misconduct or breaches of Section 5 (Confidentiality) or Section 8 (Indemnification), each party's aggregate liability to the other for any claim arising out of or in connection with this Agreement shall not exceed the fees actually paid by Client to Consultant under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES.

10. TERM AND TERMINATION

10.1 Term. This Agreement commences on the effective date and continues until completion of the Services unless earlier terminated as provided herein.

10.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach.

10.3 Effect of Termination. Upon termination, Client shall pay Consultant for Services performed and expenses incurred through the effective date of termination. Consultant shall deliver to Client all completed Deliverables for which Client has paid. Sections 5, 6, 8, 9, 11, and 12 shall survive termination.

11. NOTICES

Client Notice Address

Consultant Notice Address

12. AMENDMENT, WAIVER, COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall 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 and the same instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: The laws of shall govern this Agreement without regard to conflict of law principles.

Entire Agreement: This Agreement, including any exhibits or executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

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