Legal Scrivener Agreement

LEGAL SCRIVENER AGREEMENT

This Legal Scrivener Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: , with principal address at (hereinafter "Client"), and Scrivener Name: , with principal address at (hereinafter "Scrivener").

RECITALS

WHEREAS, Client desires to engage Scrivener to prepare, draft and assemble specified documentary instruments, filings, and related administrative materials listed below; and

WHEREAS, Scrivener represents that Scrivener has experience in preparing non-legal-draft documents, clerical filings, transcription of client-provided instructions, and the production of documentary formats, subject to the limitations set forth in this Agreement; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to such engagement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:

1. ENGAGEMENT AND SCOPE

1.1 Engagement. Client engages Scrivener to perform the scrivener services described in the attached Service Schedule or as described in writing below (the "Services"). The Services may include drafting documents in final form based on Client-provided instructions, preparing forms for filing, transcription of dictated text, formatting exhibits, and clerical filings on behalf of Client.

1.2 Description of Services. Services to be provided: . Additional tasks beyond the stated scope shall require a written amendment and supplemental fees.

2. LIMITATION ON PRACTICE OF LAW; NATURE OF SERVICES

2.1 Non-Legal Advice. Client acknowledges that Scrivener is not acting as an attorney and will not provide legal advice, legal opinions, or attorney services unless expressly stated in a separate written engagement signed by both parties. Scrivener's role is limited to drafting and clerical services consistent with this Agreement.

2.2 No Attorney-Client Privilege. Client further acknowledges that communications with Scrivener related solely to scrivener services are not protected by attorney-client privilege unless and until an attorney-client relationship is established by separate written agreement.

3. FEES, EXPENSES, AND PAYMENT

3.1 Fees. Client shall pay Scrivener fees as follows (check applicable and complete fields):

Flat fee of $ for the Services.

Hourly rate of $ per hour; billed in minimum increments of hour.

3.2 Retainer. If required, Client shall deliver a retainer in the amount of $ to be held in Scrivener's account and applied against fees. Retainer replenishment shall be required when balance falls below $ .

3.3 Expenses. Client shall reimburse Scrivener for reasonable out-of-pocket expenses incurred in connection with the Services, including but not limited to filing fees, courier charges, and postage, provided that expenses in excess of $ require prior approval.

3.4 Invoicing and Payment Terms. Scrivener will invoice Client monthly or upon substantial completion of Services. Payments are due within days of invoice date. Late payments shall accrue interest at the rate of per month.

4. CLIENT COOPERATION

Client shall provide accurate, complete and timely instructions, documents, and information necessary for Scrivener to perform the Services. Client is responsible for verifying factual accuracy of all materials and for reviewing drafts promptly. Scrivener shall not be responsible for errors resulting from Client's failure to provide timely or accurate information.

5. CONFIDENTIALITY

5.1 Confidential Information. Each party shall hold in confidence and shall not disclose to any third party any confidential information of the other party disclosed in connection with the Services, except as required by law or as necessary to perform the Services.

5.2 Exceptions. Confidential information does not include information that is or becomes generally available to the public other than by breach of this Agreement, or information independently developed by the receiving party without reference to the disclosing party's confidential information.

6. WORK PRODUCT AND INTELLECTUAL PROPERTY

6.1 Ownership. Upon full payment of all fees and expenses due under this Agreement, Client shall own the final documents prepared for Client specifically under this Agreement. Scrivener shall retain ownership of any pre-existing templates, proprietary forms, software, or methodologies used in preparing such documents.

6.2 License. Scrivener grants Client a non-exclusive, perpetual license to use any Scrivener-owned templates incorporated into final deliverables solely to the extent necessary for use of the completed documents by Client.

7. RECORDS, RETENTION, AND DESTRUCTION

Unless otherwise agreed in writing, Scrivener may destroy or otherwise dispose of Client files and materials after a period of following completion of the Services. If Client requests return of originals, Client shall notify Scrivener in writing prior to disposal.

8. INSURANCE AND INDEMNIFICATION

8.1 Insurance. Scrivener represents that Scrivener maintains commercial liability insurance in amounts customary for scrivener services, and agrees to provide proof of insurance upon reasonable request.

8.2 Indemnification. Client shall indemnify, defend and hold harmless Scrivener and its agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) Client's provision of inaccurate, incomplete or fraudulent information; (b) Client's improper use of deliverables; or (c) third-party claims arising from Client's business activities related to documents prepared hereunder.

9. LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, Scrivener's total aggregate liability to Client for any and all claims arising under this Agreement shall not exceed the total fees paid by Client to Scrivener under this Agreement for the particular Services that give rise to the claim.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated as provided herein.

10.2 Termination for Convenience. Either party may terminate this Agreement upon days' written notice to the other party. Client shall pay for all Services performed and expenses incurred through the effective date of termination.

10.3 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice specifying the breach.

11. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any other agreement to which it is a party.

12. NOTICES

Client Notice Address

Client Notice Email

Scrivener Notice Address

Scrivener Notice Email

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may not be amended except by a written instrument signed by both parties.

13.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is asserted.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state chosen by the parties: , without regard to its conflict of laws principles.

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

14.3 Entire Agreement. This Agreement, together with any written attachments or Service Schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, oral or written.

15. MISCELLANEOUS

15.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Scrivener may assign the Agreement in connection with a merger, sale of substantially all assets, or change of control.

15.2 Relationship of Parties. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship, except that Scrivener is authorized to take such ministerial actions as are reasonably necessary to effectuate the Services.

ADDITIONAL TERMS / NOTES

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