Legal Quote Agreement

LEGAL QUOTE AGREEMENT

This Legal Quote Agreement ("Agreement") is entered into as of Day Month Year by and between Client Name: with address: (hereinafter "Client"), and Provider Name: with address: (hereinafter "Provider").

RECITALS

WHEREAS, Provider prepares and issues cost estimates and statements of work for professional services and deliverables; and

WHEREAS, Client desires to engage Provider to perform the services described in the Quote set forth below and Provider is willing to perform such services under the terms and conditions of this Agreement; and

WHEREAS, the parties intend this Agreement to memorialize the Quote, pricing, scope, and terms by which Provider will provide services to Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. QUOTE REFERENCE & SCOPE

Quote Reference Number:

Provider shall perform the services and deliver the deliverables described in the Quote Details below (the "Services"). The Scope described in the Quote is intended to be complete for the price quoted; any work outside the Scope shall constitute Additional Work and will be subject to Section 5 (Changes and Additional Work).

2. QUOTE DETAILS — ITEMIZED PRICING

Itemized Services

3. FEES, PAYMENT TERMS & INVOICING

Unless otherwise stated in the Quote, Client shall pay Provider the Total Due specified above according to the following terms: Payment Terms:

All invoices are due in full in accordance with the Payment Terms. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall reimburse Provider for reasonable collection costs, including attorneys' fees.

4. VALIDITY OF QUOTE

This Quote is valid for days from the Effective Date specified above, unless earlier revoked in writing by Provider. Acceptance after the validity period shall be subject to re-quotation.

5. TAXES & EXPENSES

Prices set forth in this Quote exclude applicable sales, use, value-added, withholding and other taxes, duties, or levies. Client is responsible for all such taxes and for reimbursement of reasonable out-of-pocket expenses incurred by Provider in connection with performance of the Services, unless otherwise stated in writing.

6. CHANGES AND ADDITIONAL WORK

Any changes to the Scope or any Additional Work must be documented in a written change order signed by both parties. Provider shall not be obligated to perform Additional Work until the parties have agreed on scope, schedule and compensation for such work in writing.

7. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party 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 ("Confidential Information"). Confidential Information shall not include information that is publicly known, previously known by recipient, independently developed, or rightfully obtained from a third party without breach of an obligation of confidentiality. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement.

8. WARRANTY; DISCLAIMER

Provider warrants that it will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnifying Party's breach of its representations, warranties or obligations under this Agreement, or (b) the Indemnifying Party's negligence or willful misconduct in performing its obligations hereunder.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE QUOTE.

11. TERMINATION

Either party may terminate this Agreement upon material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

12. NOTICES

All notices, demands or other communications required or permitted hereunder shall be in writing and shall be deemed given upon personal delivery, upon confirmed electronic delivery, or three (3) business days after deposit in the United States mail, postage prepaid, addressed to the party at the address set forth below or at such other address as such party may designate by notice to the other.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the state or jurisdiction specified below, without regard to its conflicts of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any executed change orders and the Quote, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or communications, oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification to this Agreement shall be effective unless in writing and signed by both parties. Waiver of any breach shall not constitute 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.

16. ACCEPTANCE

Client's signature below constitutes acceptance of the Quote and the terms of this Agreement. Upon execution by both parties, Provider will commence performance in accordance with the agreed schedule or upon receipt of any required deposit as set forth in the Payment Terms.

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