Legal Proposal Template

LEGAL PROPOSAL TEMPLATE

This Legal Proposal Agreement (the "Agreement") is entered into as of by and between Client Name: a Individual LLC Corporation, with principal place of business at (hereafter "Client"), and Service Provider Name: a Individual LLC Corporation, with principal place of business at (hereafter "Provider").

RECITALS

WHEREAS, Client desires to engage Provider to perform the services described in this Proposal and Provider has represented that it has the qualifications, experience and ability to perform such services;

WHEREAS, Provider proposes to provide professional services, deliverables and associated consulting as more fully described below and Client wishes to retain Provider on the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that this Proposal, upon execution by both parties, will constitute the complete and binding contract between them for the services described herein.

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

1. DEFINITIONS

1.1 "Effective Date" means the date set forth above. "Services" means the professional services to be provided by Provider as described in Section 2. "Deliverables" means the tangible materials, reports, designs or other work products to be delivered to Client under this Agreement.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the Scope of Work below and any attachments that the parties sign. Provider shall provide personnel, supervision, equipment and materials necessary to perform the Services in a professional and workmanlike manner consistent with industry standards.

3. DELIVERABLES AND ACCEPTANCE

3.1 Provider shall deliver the Deliverables specified below. Client shall have a reasonable period of days following delivery to review and either accept or provide written notice of deficiencies. Acceptance shall not be unreasonably withheld.

4. FEES AND PAYMENT

4.1 Client shall pay Provider the fees set forth in this Proposal. Unless otherwise agreed in writing, fees are due pursuant to the payment schedule below and are exclusive of taxes and reimbursable expenses.

4.2 Invoices are payable within days of invoice date. Overdue amounts shall bear interest at or the maximum lawful rate, whichever is less.

5. EXPENSES

5.1 Client will reimburse Provider for reasonable and preapproved expenses incurred in connection with the Services. Such expenses shall be invoiced with supporting documentation and reimbursed within the payment period set forth above. Any capitalization or expense cap shall be set forth here:

6. TERM AND TERMINATION

6.1 The term of this Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated as provided herein.

6.2 Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice.

7. CONFIDENTIALITY

7.1 Each party shall keep confidential and shall not disclose to third parties the other party's Confidential Information. "Confidential Information" means nonpublic information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential.

7.2 Confidential Information shall be used solely for performance or enforcement of this Agreement. The obligations in this Section shall survive for three (3) years after termination or expiration of this Agreement, except with respect to trade secrets where protection continues as required by applicable law.

8. INTELLECTUAL PROPERTY

8.1 Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement, subject to Provider's retained rights in Provider's preexisting tools, methodologies and know-how. Provider grants Client a perpetual, worldwide, royalty-free license to use any retained Provider materials necessary for Client's use of the Deliverables.

9. REPRESENTATIONS AND WARRANTIES

9.1 Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that performance will not violate any agreement with a third party.

9.2 Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.

10. INDEMNIFICATION

10.1 Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence, willful misconduct or material breach of this Agreement.

10.2 Client shall indemnify, defend and hold harmless Provider from claims arising out of Client's misuse of Deliverables or Client-provided materials, except to the extent such claims arise from Provider's breach or negligence.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED .

12. INSURANCE

12.1 Provider shall maintain commercial general liability and professional liability insurance with limits appropriate to the Services. Upon request, Provider will provide certificates evidencing coverage.

13. NOTICES

13.1 All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier to the addresses below or to such other address as a party may designate by notice.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 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.

15.2 This Agreement, including any attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

15.3 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the original intent of the parties.

16. MISCELLANEOUS

16.1 Independent Contractor. Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.

16.2 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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