Legal Program Contract

LEGAL PROGRAM CONTRACT

This Legal Program Contract (the "Agreement") is entered into as of Effective Date: between Client Name: (hereinafter "Client"), and Provider Name: (hereinafter "Provider"). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider operates a legal program described as Program Name: offering legal services, materials, training, or managed legal support (the "Program");

WHEREAS, Client desires to engage Provider to deliver the Program under the terms and conditions set forth herein; and

WHEREAS, Provider represents that it has the qualifications, experience, and personnel necessary to provide the Program and that the Program will be performed in a professional and workmanlike manner consistent with industry standards.

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

1. DEFINITIONS

1.1 "Services" means the tasks, deliverables and program activities described in Section 2 and in the Schedule of Services. Program commencement date: ; Program completion or renewal review date: .

1.2 "Confidential Information" means all non-public information disclosed by a Party to the other Party, whether oral, written, or electronic, that is marked confidential or that a reasonable person would understand to be confidential under the circumstances.

2. SCOPE OF SERVICES

Provider shall perform the Services set forth below and in any attached schedule. Provider will allocate personnel, resources, and materials necessary for performance and will supervise and direct such personnel to deliver the Services in accordance with this Agreement.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth below for the Program. Base fee: . Additional fees for out-of-scope work will be billed as agreed in writing.

3.2 Invoicing and Late Payments. Provider will invoice Client in accordance with the payment schedule. Amounts not paid when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for all reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on the Program commencement date and continue for the Term: , unless earlier terminated as provided herein.

4.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the breach.

4.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon Notice Period (days): days' prior written notice to the other Party; provided, Client shall pay Provider for Services performed through the effective date of termination and any non-cancellable commitments.

5. CONFIDENTIALITY

5.1 Obligations. Each Party shall hold Confidential Information of the other in strict confidence, shall not disclose it to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and shall use Confidential Information solely for the performance of this Agreement.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other Party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing Party gives prompt notice to the other Party to seek protective relief.

Check for mutual confidentiality obligations. If unchecked, confidentiality obligations apply to Client only.

6. INTELLECTUAL PROPERTY

6.1 Preexisting IP. Each Party retains all right, title and interest in and to its preexisting intellectual property and tools. Nothing in this Agreement transfers ownership of preexisting IP.

6.2 Program Materials. Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use Program materials solely for Client's internal business purposes during the Term. Any modifications, derivative works or adaptations of Provider materials remain Provider's exclusive property unless a separate written assignment is executed.

7. WARRANTIES; LIMITATION OF LIABILITY

7.1 Warranties. Provider warrants that it will perform Services in a professional and workmanlike manner consistent with applicable industry standards. Client warrants that it has authority to engage Provider and will cooperate as reasonably requested.

7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.3 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

8. INDEMNIFICATION

Provider shall defend, indemnify and hold harmless Client and its affiliates from and against any third-party claims arising out of Provider's gross negligence, willful misconduct, or breach of representations in this Agreement. Client shall indemnify Provider for claims arising from Client's misuse of the Program or breach of its obligations.

9. INSURANCE

Provider shall maintain commercially reasonable insurance coverage appropriate to the Services, including professional liability and general liability insurance. Upon request, Provider shall provide certificates of insurance evidencing the required coverage.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, certified mail (return receipt requested), or nationally recognized overnight courier and shall be deemed given upon receipt.

11. ASSIGNMENT

Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes the obligations of the assignor in writing.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay by either Party to exercise any right shall not constitute a waiver of such right.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to its conflict of laws principles.

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the dispute shall be submitted to binding arbitration before a single arbitrator in the county or judicial district specified by the governing law, unless the Parties mutually agree otherwise.

14. ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits explicitly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the original economic intent of the Parties.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including scanned signatures or electronic signature platforms) shall be binding as original signatures.

ADDITIONAL PROVISIONS

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