Legal Proposal Signature

LEGAL PROPOSAL SIGNATURE

This Legal Proposal Signature Agreement (the "Agreement") is made as of by and between Client Name: a Individual Corporation LLC, located at (Contact: ), and Service Provider Name: a Individual Corporation LLC, located at (Contact: ).

RECITALS

WHEREAS, Service Provider has prepared and presented to Client a written proposal summarizing proposed services, deliverables, timelines and fees (the "Proposal");

WHEREAS, Client desires to engage Service Provider on the terms set forth in the Proposal and this Agreement, and Service Provider is willing to provide such services under the terms and conditions set forth herein;

WHEREAS, the parties intend by this Agreement to memorialize acceptance of the Proposal and to establish the binding contractual terms governing the parties' relationship.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF SERVICES

Service Provider shall perform the services and deliver the deliverables described in the Proposal. The parties shall describe the Proposal scope below. Any material changes to scope must be agreed in writing by authorized representatives of both parties.

2. PROPOSAL ACCEPTANCE

Client's signature on this Agreement constitutes acceptance of the Proposal and creates a binding contract between the parties. Acceptance is limited to the terms set forth in the Proposal and this Agreement; any purported additional terms proposed by Client are rejected unless expressly agreed in writing by Service Provider.

3. FEES, EXPENSES AND PAYMENT

Client shall pay the fees and reimburse expenses described in the Proposal. Fees shall become due in accordance with the payment schedule set forth below. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum lawful rate. Payments shall not be withheld for disputed items except to the extent permitted under applicable law.

4. TERM; TERMINATION

This Agreement commences on the date first written above and continues until completion of the services unless earlier terminated as provided herein. Either party may terminate for material breach upon thirty (30) days' written notice and failure to cure. Either party may terminate for convenience upon sixty (60) days' prior written notice; Client remains liable for fees for services performed and non-cancellable commitments incurred through the effective date of termination.

5. CONFIDENTIALITY

Each party shall protect confidential information of the other using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving party, was already known by the receiving party without restriction, or is independently developed without use of confidential information.

6. INTELLECTUAL PROPERTY

Unless otherwise specified in the Proposal, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment of fees. Service Provider retains ownership of pre-existing materials, tools, methodologies and intellectual property developed independently of this engagement.

7. REPRESENTATIONS AND WARRANTIES

Each party represents that it has authority to enter into this Agreement and that its performance will not violate applicable law or third-party agreements. SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EXCEPT FOR ANY WRITTEN WARRANTY EXPRESSLY SET FORTH IN THE PROPOSAL.

8. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Service Provider from and against third-party claims arising out of Client's breach, negligence, unlawful use of deliverables or Client-supplied materials. Service Provider shall indemnify Client from third-party claims that deliverables, as delivered, infringe a third party's copyrights, provided Service Provider is given prompt notice and sole authority to defend or settle such claim.

9. LIMITATION OF LIABILITY

Except for liability resulting from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the fees actually paid by Client to Service Provider under the Proposal during the twelve (12) months preceding the claim.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may specify in writing pursuant to this Section. Notices shall be effective upon receipt when delivered personally, by certified mail, or by overnight courier.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by both parties. Failure or delay to exercise any remedy shall not constitute a waiver of such remedy. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Proposal incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. ACCEPTANCE

By signing below, Client and Service Provider each acknowledge and agree that they have read, understand, and agree to be bound by the terms of this Agreement and the attached Proposal.

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