Legal Scope of Work

LEGAL SCOPE OF WORK

This Legal Scope of Work (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

Recitals

WHEREAS, Client desires to engage Provider to perform certain legal services and related deliverables described herein; and

WHEREAS, Provider represents that it has the professional expertise, licensing, and capacity to perform the services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope of work, compensation, and other material terms governing Provider's engagement.

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

1. Engagement and Scope

1.1 Engagement. Client hereby engages Provider, and Provider accepts such engagement, to perform the legal services described in this Section and any attached schedules. Provider shall perform the services in a professional and workmanlike manner consistent with applicable law and professional standards.

1.2 Changes to Scope. Any change to the scope of services must be evidenced in a written amendment signed by authorized representatives of both parties. Provider shall not be obligated to perform additional work without an executed amendment specifying additional fees and any schedule changes.

2. Fees and Billing

2.1 Fee Structure. Client shall pay Provider as follows (check applicable fee arrangement and complete fields):

Hourly billing at a rate of $ per hour, billed in minimum increments of hours.

Fixed fee of $ for the services and deliverables specifically described above.

3. Term; Termination

3.1 Term. The engagement shall commence on Start Date: and continue until End Date: or until earlier termination as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days before the effective date of termination. In the event of termination, Client shall pay Provider for all services rendered and reasonable expenses incurred through the effective date of termination.

4. Confidentiality

4.1 Confidential Information. "Confidential Information" means nonpublic information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential. Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose it except as required by law or as necessary to perform obligations under this Agreement.

4.2 Exceptions. Confidential Information does not include information that is (a) or becomes publicly available other than by breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the other party's Confidential Information.

5. Intellectual Property

5.1 Ownership of Work Product. Subject to full payment of all fees owed to Provider, Provider assigns to Client all right, title and interest in and to any Work Product specifically prepared by Provider for Client under this Agreement. "Work Product" does not include Provider's pre-existing materials, tools, templates, know-how, or methodologies, which shall remain Provider's sole property.

5.2 License. To the extent Provider's pre-existing materials are incorporated in Work Product, Provider grants Client a nonexclusive, royalty-free license to use such materials solely as included in the delivered Work Product for Client's internal business purposes.

6. Representations; Warranties; Liability

6.1 Mutual Representations. Each party represents and warrants that it has full power and authority to enter into this Agreement and that performance of its obligations will not violate any applicable law or agreement with a third party.

6.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.3 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT, PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATIONS OF LAW.

7. Indemnification

7.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its affiliates from and against any third-party claims arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement.

7.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against any third-party claims arising from Client's breach of this Agreement, misuse of the Work Product, or provision of inaccurate or incomplete information to Provider.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by written notice).

9. Amendments; Waiver; Severability; Counterparts

9.1 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

9.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party granting the waiver. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

9.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.4 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.

10. Governing Law; Entire Agreement

10.1 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.

10.2 Entire Agreement. This Agreement, including any attachments or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11. Miscellaneous

11.1 Independent Contractor. Provider is an independent contractor and nothing contained herein shall be deemed to create an employment, agency, joint venture, or partnership relationship between the parties.

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