Legal Scout Contract

LEGAL SCOUT CONTRACT

This Legal Scout Contract ("Agreement") is made effective as of by and between Client Name: with principal address , and Legal Scout Name: with principal address .

RECITALS

WHEREAS, Client desires to retain Scout to perform scouting, investigation, sourcing and initial vetting of factual information, witnesses, documents, leads and other case-related matters as described in this Agreement; and

WHEREAS, Scout represents that it possesses the experience, personnel and resources necessary to perform the services described herein and will perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Scout will provide legal scouting services to Client.

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

1. DEFINITIONS

1.1 "Services" means the scouting, investigation, research, sourcing, documentation and initial vetting tasks described in Section 2 and any attachments expressly incorporated into this Agreement.

1.2 "Deliverables" means tangible work product, reports, memoranda or data produced by Scout in connection with performing the Services.

2. ENGAGEMENT; SCOPE OF SERVICES

2.1 Engagement. Client engages Scout, and Scout accepts such engagement, to perform the Services identified in this Agreement and any written statement of work executed by the parties.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Scout the fees set forth in this Section. Fees are earned when services are performed or milestones are achieved, as specified below.

3.2 Late Payment. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client is responsible for all reasonable collection costs, including attorneys' fees.

4. EXPENSES

Scout will be reimbursed for reasonable out-of-pocket expenses incurred in performing the Services if such expenses are pre-approved in writing by Client. Reimbursable expenses will be invoiced with supporting documentation and are payable under the billing terms in Section 3.

5. CONFIDENTIALITY

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

5.2 Obligations. Each party shall: (a) maintain the confidentiality of the other's Confidential Information; (b) not use Confidential Information except to exercise rights and perform obligations under this Agreement; and (c) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

5.3 Exclusions. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was in the receiving party's possession prior to disclosure, or is rightfully obtained from a third party without restriction.

6. CONFLICTS; INDEPENDENT CONTRACTOR

6.1 Conflicts. Scout shall promptly disclose to Client any actual or potential conflicts of interest that would materially impair Scout's ability to perform the Services.

6.2 Independent Contractor. Scout is an independent contractor for all purposes and not an employee, partner, joint venturer, or agent of Client. Scout shall be solely responsible for all taxes, withholdings and other statutory obligations.

I acknowledge Scout is an independent contractor

7. TERM AND TERMINATION

7.1 Term. This Agreement commences on the Effective Date and continues until the Services are completed, unless earlier terminated in accordance with this Section.

7.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party.

7.3 Termination for Cause. Either party may terminate immediately for material breach by the other party that remains uncured after ten (10) days' written notice specifying the breach.

7.4 Effect of Termination. Upon termination, Client will pay Scout for all Services performed and reasonable non-cancellable expenses incurred through the effective date of termination.

8. INTELLECTUAL PROPERTY

8.1 Ownership of Pre-Existing Materials. Each party retains all right, title and interest in its pre-existing intellectual property.

8.2 Deliverables. Unless otherwise agreed in writing, Client shall own the Deliverables produced for Client under this Agreement, and Scout hereby assigns and will cause its personnel to assign all right, title and interest in such Deliverables to Client upon full payment of fees due.

9. WARRANTIES; DISCLAIMER

9.1 Mutual Warranties. Each party represents that it has authority to enter into this Agreement and that performance will not violate any applicable law or contract.

9.2 Scout's Limited Warranty. Scout warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the deficient Services or, if Scout cannot correct the deficiency, a refund of fees attributable to such Services.

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, SCOUT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from third-party claims to the extent caused by the Indemnifying Party's breach of this Agreement, willful misconduct or gross negligence.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SCOUT UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

12. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested) or nationally recognized overnight courier, and shall be effective upon receipt.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance.

13.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 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 laws principles.

14.2 Entire Agreement. This Agreement, together with any attachments and executed statements of work, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether oral or written, relating to the subject matter hereof.

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

15. MISCELLANEOUS

15.1 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 Scout may assign to an affiliate or as part of a sale of substantially all of its business assets.

15.2 Publicity. Neither party shall use the other party's trademarks or trade names in any publicity or advertising without the prior written consent of the other, except that Scout may identify Client as a client in general marketing materials unless Client provides written notice prohibiting such disclosure.

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