Legal Provider Format

LEGAL PROVIDER FORMAT

This Provider Agreement (the "Agreement") is entered into as of by and between Provider Name: (Provider), an entity organized as: with principal place of business at , and Client Name: (Client), with principal place of business at .

RECITALS

WHEREAS, Provider is engaged in the business of providing professional services consisting of legal, advisory, consulting, or other specified services; and Client desires to engage Provider to perform certain services on the terms set forth herein.

WHEREAS, Provider possesses the professional skill, personnel and resources necessary to perform the Services described in this Agreement and is willing to provide such Services to Client under the terms and conditions set forth below.

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

1. DEFINITIONS

1.1 "Services" means the work and deliverables to be performed by Provider as described in Section 2 and in any statement of work executed by the parties. The initial scope of Services is summarized as:

1.2 "Deliverables" means tangible or electronic items, reports, documents, drafts, analyses and final products delivered to Client in connection with the Services.

1.3 "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

Provider shall perform the Services described in the attached Statement of Work or, if none is attached, as set forth in the description below. Provider shall exercise the degree of skill and care ordinarily exercised by professionals performing services of similar scope and complexity.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of months unless earlier terminated as provided in this Agreement.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party, provided that the terminating party gives written notice and the breaching party fails to cure such breach within days after receipt of such notice.

3.3 Effect of Termination. Upon termination, Client shall pay Provider for Services performed and reasonable, documented expenses incurred up to the effective date of termination. Sections dealing with Confidentiality, Intellectual Property, Indemnification, Limitation of Liability and Payment shall survive termination.

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the applicable Statement of Work or, if not otherwise specified, as follows: Base Fee: USD, plus approved expenses.

5. CONFIDENTIALITY

Each party shall hold Confidential Information of the other in strict confidence and shall not disclose such information to any third party except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information shall not include information that (a) is or becomes publicly known through no wrongful act of the receiving party, (b) is independently developed by the receiving party without use of the disclosing party’s Confidential Information, or (c) is rightfully received from a third party without breach of any obligation of confidentiality.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Preexisting Materials. Each party retains all right, title and interest in its preexisting materials and intellectual property.

6.2 Ownership of Deliverables. Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in Deliverables created specifically for Client under this Agreement, subject to Provider’s rights in general methodologies, know-how, templates and preexisting tools. If the parties desire a different ownership structure, indicate here:

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms. Provider further represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

8. INDEMNIFICATION

Provider shall indemnify and defend Client from and against any third-party claims arising out of Provider's gross negligence, willful misconduct or material breach of this Agreement. Client shall indemnify Provider from and against third-party claims arising out of Client's misuse of Deliverables or breach of Client's obligations under this Agreement. The indemnifying party shall pay reasonable costs, damages and expenses finally awarded against the indemnified party or agreed in settlement.

9. LIMITATION OF LIABILITY

EXCEPT FOR DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

Provider shall maintain insurance customary for the Services being provided, including professional liability/errors & omissions insurance and general liability insurance with minimum limits as follows:

11. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including those relating to data protection, export controls and employment.

12. NOTICES

All notices, requests, demands and other communications 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 by nationally recognized overnight courier to the addresses set forth below or to such other address as either party designates by notice to the other.

13. 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 in exercising any right shall not constitute a waiver of that right.

14. 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 principles.

15. ENTIRE AGREEMENT

This Agreement, together with any attachments and statements of work expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired and the parties shall negotiate in good faith a substitute provision that preserves the parties' intent to the maximum extent permitted by law.

17. COUNTERPARTS

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 delivered by electronic means shall be effective as original signatures.

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