Legal Proposal Agreement

Legal Proposal Agreement

This Legal Proposal Agreement (the "Agreement") is made and entered into as of by and between Proposer Name: , Entity Type: Individual Corporation LLC, Principal Place of Business: (hereinafter "Proposer"), and Client Name: , Entity Type: Individual Corporation LLC, Principal Place of Business: (hereinafter "Client"). Proposer and Client are sometimes referred to collectively as the "Parties" and individually as a "Party."

Recitals

WHEREAS, Proposer has prepared a written proposal describing services, deliverables and fees (the "Proposal") dated , which is incorporated by reference; and

WHEREAS, Client desires to retain Proposer to perform the services and deliver the deliverables described in the Proposal, and Proposer is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to document their agreement as to the scope, schedule, fees and legal terms applicable to the Proposal.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Definitions

1.1 "Services" means the professional services and consulting tasks described in the Proposal and in Section 2 below. 1.2 "Deliverables" means the tangible work product to be delivered to Client in the form set forth in the Proposal. 1.3 "Acceptance" means the written acknowledgement by Client that a Deliverable conforms to the acceptance criteria set forth in the Proposal or, if no criteria are set, acceptance by Client within days of delivery.

2. Scope of Services

2.1 Proposer shall perform the Services and deliver the Deliverables as described in the Proposal and in the scope description below. Proposer shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

3. Fees and Payment

3.1 In consideration for the performance of the Services and delivery of the Deliverables, Client shall pay Proposer the fees set forth below. All amounts are stated in United States dollars unless otherwise specified.

3.2 Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall also be responsible for collection costs, including reasonable attorneys' fees, incurred by Proposer to collect overdue amounts.

4. Term and Termination

4.1 This Agreement commences on the Effective Date and shall continue until completion of the Services or termination in accordance with this Section. Term start: ; Term end (if applicable): .

4.2 Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for cause if the other Party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice.

5. Confidentiality

5.1 Each Party will hold in confidence and not disclose any Confidential Information of the other Party, and will not use such Confidential Information except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business information, technical data, trade secrets, pricing, and the terms of this Agreement.

5.2 Confidentiality obligations do not apply to information that (a) is or becomes publicly available through no fault of the receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving Party; or (d) is required to be disclosed by law or judicial process, provided the disclosing Party gives prompt notice to the other Party to permit a protective order or other remedy.

6. Intellectual Property

6.1 Proposer retains all right, title and interest in and to its pre-existing intellectual property and tools ("Background IP"). To the extent any Background IP is incorporated into the Deliverables, Proposer grants Client a non-exclusive, non-transferable license to use such Background IP solely as incorporated in the Deliverables.

6.2 Upon full and final payment of all fees due under this Agreement, Proposer assigns to Client all right, title and interest in and to the Deliverables specifically designated in the Proposal as work-for-hire. Notwithstanding the foregoing, Proposer may retain copies and the right to use non-confidential, aggregated learnings for business purposes.

7. Representations and Warranties

7.1 Each Party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Proposer warrants that the Services will be performed in a professional manner consistent with applicable industry standards for a period of 30 days after delivery. EXCEPT FOR THE FOREGOING, PROPOSER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnification

8.1 Proposer shall indemnify, defend and hold harmless Client from and against any third party claim arising out of Proposer's gross negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify, defend and hold harmless Proposer from and against any third party claim arising out of Client's breach of representations, unlawful use of Deliverables, or failure to pay fees when due.

9. Limitation of Liability

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. 9.2 THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROPOSER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Insurance

10.1 During the term of this Agreement, Proposer shall maintain commercially reasonable insurance coverage appropriate to the Services, including general liability and professional liability insurance, and shall provide evidence of such coverage upon Client's written request.

11. Notices

11.1 All notices under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a Party shall designate by written notice in accordance with this Section. Notices shall be deemed given when delivered personally, on the date of confirmed receipt if sent by certified mail, or on the date of transmission if sent by email with confirmation and followed by a mailed copy.

12. Amendments; Waiver

12.1 No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both Parties. 12.2 The failure of either Party to insist on strict performance of any provision shall not be deemed a waiver of that provision or any other provision.

13. Governing Law

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

14. Entire Agreement

This Agreement, together with the Proposal incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, oral or written.

15. Severability

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

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 or facsimile shall be binding for all purposes.

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