Legal Search Form

LEGAL SEARCH FORM

This Legal Search Form (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address at , and Search Provider: with principal address at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client requires a professional search of public and proprietary records relating to the Subject Matter described as: in the jurisdictions listed below; and

WHEREAS, Search Provider represents that it possesses the necessary expertise, personnel and access to perform the searches requested by Client in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Client desires to engage Search Provider to perform the searches and to receive written reports and copies of records as specified herein.

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

1. DEFINITIONS

1.1 "Searches" means the investigative actions described in Section 2 and any ancillary efforts reasonably required to obtain public or proprietary records. "Deliverables" means the written reports, summaries and certified copies, if requested, produced by Search Provider.

2. SCOPE OF SEARCH

2.1 Search Provider shall perform the Searches described below for the jurisdictions indicated. Search Provider will use commercially reasonable efforts and industry-standard procedures to locate records in the specified sources and will not be required to undertake extraordinary or nonstandard measures unless agreed in writing.

Select search types (check all that apply):

Jurisdictions to be searched (list counties, states, courts or agencies):

3. DELIVERABLES AND TIMING

3.1 Search Provider shall deliver the Deliverables in the following format: . Client may request certified copies of original records where available; Search Provider will supply certified copies only if Client checks the box below and agrees to pay additional certification fees.

4. FEES, INVOICING AND PAYMENT

4.1 Client agrees to pay Search Provider fees as follows: Base fee: $ plus costs for certified copies, retrieval fees and third-party vendor charges. Any expedited processing will be billed at an additional rate of $ per matter unless otherwise agreed in writing.

4.2 Invoices are due within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5. CONFIDENTIALITY

5.1 Each Party shall maintain as confidential all non-public information received from the other Party in connection with the Searches. Search Provider may disclose confidential information only to third parties necessary to perform the Searches and only to the extent required for performance; Search Provider will require such third parties to be bound by confidentiality obligations no less protective than those contained herein.

6. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

6.1 Search Provider represents that it will perform the Searches using personnel with reasonable skill, care and diligence consistent with industry standards. Search Provider warrants only that services will be performed in a workmanlike manner. Except as expressly provided in this Agreement, Search Provider disclaims all other warranties, express or implied, including any warranty of fitness for a particular purpose or accuracy of third-party records.

6.2 Client acknowledges that Searches are confined to the sources and time periods specified and that absence of a record in those sources does not constitute a representation that no record exists outside the scope requested or that later-recorded matters do not exist.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Client shall indemnify, defend and hold harmless Search Provider and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from Client's use or reliance on the Deliverables except to the extent caused by Search Provider's gross negligence or willful misconduct.

7.2 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SEARCH PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SEARCHES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SEARCH PROVIDER UNDER THIS AGREEMENT FOR THE RELEVANT SEARCH.

8. TERMINATION

8.1 Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision and fails to cure within fifteen (15) days after receipt of written notice. Upon termination, Client will pay Search Provider for all Searches performed and costs incurred through the effective date of termination.

9. NOTICES

9.1 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 notice in accordance with this Section.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any provision shall constitute a waiver of any other provision or 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.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the Parties: , without regard to conflict of laws principles.

11.2 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

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

12. CERTIFICATION OF SEARCH

12.1 Upon completion of the Searches, Search Provider shall deliver a written report certifying the sources searched, date ranges covered, names or identifiers used, and the search methodology employed. The certification shall state that, to the best of Search Provider's knowledge and based on the records reasonably available and searched, the report accurately reflects the results of the searches performed.

EXECUTION

The Parties have executed this Agreement by their authorized representatives below. The person signing on behalf of Client represents and warrants that they are authorized to bind Client to the terms of this Agreement. The person signing on behalf of Search Provider represents and warrants that they are authorized to bind Search Provider to the terms of this Agreement.

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