Legal Preparer Agreement

LEGAL PREPARER AGREEMENT

This Legal Preparer Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Client Name: , with Client Address: , and Legal Preparer Name: , with Preparer Address: .

RECITALS

WHEREAS, Client seeks the assistance of Preparer to prepare, compile, or file certain legal documents, forms, and related materials on behalf of Client in accordance with applicable statutes, rules and administrative requirements;

WHEREAS, Preparer represents that Preparer has the qualifications, experience, and ability to perform the preparatory services described in this Agreement subject to the limitations described below;

WHEREAS, the parties desire to set forth the terms and conditions under which Preparer will provide preparatory and administrative services to Client.

NOW, THEREFORE

In consideration of the mutual promises contained herein, the parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client engages Preparer, and Preparer accepts such engagement, to perform the preparatory services described in this Agreement and any specific engagement addenda executed by the parties (collectively, the "Services").

1.2 Description of Services. Preparer shall provide preparatory and administrative services which may include clerical preparation of documents, completion of forms from materials provided by Client, assembly of filings, and transmittal of documents to designated recipients. Preparer shall not perform legal representation or provide legal advice except where Preparer is separately licensed and the parties have agreed in writing that licensed legal services will be provided.

2. LIMITATIONS; NO UNAUTHORIZED PRACTICE OF LAW

2.1 No Legal Advice. Preparer acknowledges that, unless otherwise expressly stated in writing and unless Preparer is duly licensed to practice law in the applicable jurisdiction, Preparer will not provide legal advice, represent Client in court, or perform services that constitute the unauthorized practice of law. Client acknowledges responsibility for obtaining legal advice from independent counsel where legal advice is required.

2.2 Reliance on Client Information. Preparer will rely upon information, documents and instructions provided by Client. Preparer is not responsible for the legal sufficiency, factual accuracy or completeness of Client-supplied materials.

3. FEES, BILLING AND PAYMENT

3.1 Fees. Client shall pay Preparer fees as set forth: Fee Type: Amount: .

3.2 Expenses. Client shall reimburse Preparer for out-of-pocket expenses reasonably incurred in connection with the Services, including filing fees, courier charges and reproduction costs, upon presentation of supporting documentation.

3.3 Invoicing and Payment Terms. Preparer will invoice Client as agreed. Payment is due within days of invoice date. Overdue amounts bear interest at a rate of or the maximum permitted by law, whichever is less.

4. CONFIDENTIALITY

4.1 Confidential Information. Each party shall keep confidential all non-public information disclosed by the other party in connection with the Services ("Confidential Information"), and shall not disclose such information except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth in this Agreement.

4.2 Exceptions. Confidential Information does not include information that is (a) publicly available through no breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the other party's Confidential Information. Disclosure required by law or court order is permitted if the disclosing party provides prompt notice to the other party to allow for intervention or protective measures.

5. RECORDS; DATA RETENTION

Preparer shall maintain records relating to the Services in accordance with reasonable business practices. Client acknowledges that Preparer may destroy documents and electronic files after , unless Client requests retention in writing and agrees to pay reasonable storage costs.

6. CONFLICTS OF INTEREST

Preparer represents that, to the best of Preparer's knowledge after reasonable inquiry, Preparer's engagement does not create a conflict of interest. If a potential conflict arises, Preparer will promptly notify Client and the parties shall resolve the matter in good faith.

7. INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Client shall own all completed documents and deliverables prepared specifically for Client under this Agreement. Preparer shall retain ownership of templates, methodologies, and tools developed independently of Client's materials, provided Preparer grants Client a non-exclusive license to use such templates as incorporated in the Client deliverables.

8. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Preparer and its affiliates, officers, employees and agents from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of Client's provision of inaccurate, incomplete or fraudulent information or Client's failure to provide required instructions or approvals.

Preparer shall indemnify Client for claims arising from Preparer's gross negligence or willful misconduct in performing the Services, subject to the limitations in Section 9.

9. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breaches of confidentiality, in no event shall either party be liable for consequential, incidental, special or punitive damages. The aggregate liability of Preparer for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Preparer under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

10. INSURANCE

Preparer represents that Preparer will maintain professional liability and other insurance coverage appropriate for the Services. Upon Client's request, Preparer shall provide evidence of insurance coverage reasonably requested by Client.

11. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated by either party upon days' prior written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

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 addresses as either party designates in writing.

13. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any executed exhibits or addenda, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS

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. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

17. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the person signing on behalf of each party is authorized to do so. Preparer further warrants that services will be performed in a professional manner consistent with prevailing industry standards.

18. ENTITY TYPE (PREPARER)

Preparer hereby indicates its entity type (select all that apply):

19. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. No third party shall have any right to enforce any provision of this Agreement except as expressly provided herein.

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