Legal Proofs Typed

LEGAL PROOFS TYPED

This Legal Proofs Typing Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: whose address is (hereinafter "Client"), and Service Provider Name: whose address is (hereinafter "Provider"). Client and Provider may be referred to collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Client requires typed, formatted, and proofed copies of legal proofs, pleadings, exhibits and related documents for use in litigation, administrative proceedings, or transactional matters; and

WHEREAS, Provider represents that it possesses the personnel, equipment, and expertise to produce accurate typed proofs and to deliver such proofs in accordance with the schedule and specifications set forth herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will produce and deliver typed legal proofs to Client.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Proofs" means all documents, pleadings, exhibits, affidavits, and other written materials provided by Client to Provider for typing, formatting, proofreading, or production under this Agreement.

2. SCOPE OF SERVICES

Provider shall perform the services described in the following Service Description. Provider shall type, format, proofread, and deliver the Proofs in accordance with the specifications and timelines stated below and in any mutually executed work orders or statements of work.

3. DELIVERY, REVIEW, AND ACCEPTANCE

Provider shall deliver proofs to Client electronically or in hard copy as specified. Client shall have an acceptance period of Acceptance Period (days): days after delivery to inspect and either accept or reasonably reject the delivered Proofs. Rejection must be accompanied by a written statement of defects. Provider shall correct documented errors and resubmit within a commercially reasonable period.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth below. All fees are exclusive of taxes, which Client shall pay if required by applicable law.

5. CONFIDENTIALITY

Provider acknowledges that Proofs may contain confidential, proprietary, or legally privileged information. Provider shall maintain confidentiality using no less than reasonable care and shall not disclose such information except as required by law or with Client's prior written consent. Provider shall return or destroy confidential materials upon termination or request.

6. INTELLECTUAL PROPERTY; DELIVERABLES

Client retains all right, title and interest in the original materials and in the final typed Proofs, subject to payment in full. Provider assigns to Client all copyrights and other intellectual property rights in deliverables created specifically for Client under this Agreement, effective upon full payment. Provider retains the right to use de-identified work samples for its portfolio unless Client objects in writing.

7. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

Provider represents and warrants that (a) it will perform services in a professional manner consistent with industry standards; (b) deliverables will materially conform to the agreed specifications; and (c) to its knowledge the deliverables will not infringe any third-party intellectual property rights. EXCEPT AS EXPRESSLY STATED, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

8. LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from Provider's breach of confidentiality or willful misconduct, neither Party shall be liable to the other for consequential, incidental, or punitive damages. Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's gross negligence, willful misconduct, or breach of representations.

9. TERM; TERMINATION

This Agreement commences on the Effective Date and continues until all services are completed unless earlier terminated. Either Party may terminate for material breach upon ten (10) days' written notice if the breach remains uncured. Upon termination, Client shall pay Provider for services performed through the effective date of termination.

10. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses below or to such other address as a Party may designate by notice in accordance with this section.

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for purposes of dispute resolution.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any executed statements of work, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements. If any provision is held invalid or unenforceable, the remainder shall remain in full force and effect.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

ADDITIONAL PROVISIONS

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