Legal Service Terms Agreement

LEGAL SERVICE TERMS AGREEMENT

This Legal Service Terms Agreement ("Agreement") is entered into as of the day of , , by and between Client Name: with an address at , and Service Provider Name: with an address at . Each of the foregoing is a "Party" and collectively the "Parties."

Recitals

WHEREAS, Client desires to engage Service Provider to perform legal services as described in this Agreement; and

WHEREAS, Service Provider has the experience, qualifications, and professional licenses necessary to provide such legal services and is willing to provide those services to Client on the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the provision of legal services.

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

1. Scope of Services

1.1 Services. Service Provider shall provide legal services to Client as described in the scope of work below (the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner in accordance with applicable professional standards.

2. Term

2.1 Term. The term of this Agreement shall commence on the effective date set forth above and shall continue for a period of unless earlier terminated in accordance with Section 11.

3. Fees and Payment

3.1 Fees. Client shall pay Service Provider fees as follows: Fee Structure: ; Base Fee Amount: .

3.2 Invoicing; Payment Terms. Service Provider shall submit invoices to Client at intervals of . Unless otherwise agreed in writing, all undisputed amounts are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. Confidentiality

4.1 Confidential Information. "Confidential Information" means all non-public information disclosed by a Party to the other Party either directly or indirectly that is designated as confidential or that reasonably should be understood to be confidential.

4.2 Obligations. Each Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or agents with a need to know; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

4.3 Exceptions. Confidential Information shall not include information that is: (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (d) required to be disclosed by law, provided that the receiving Party gives prompt written notice and cooperates to limit disclosure.

5. Intellectual Property

5.1 Ownership. Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and methodologies. Client shall own deliverables created specifically for Client under this Agreement upon full payment of amounts due, subject to any third-party rights and the license granted below.

5.2 License to Provider Materials. Service Provider grants Client a non-exclusive, non-transferable license to use Service Provider’s materials to the extent incorporated in the deliverables for Client’s internal business purposes.

5.3 Moral Rights. To the extent permitted by law, Service Provider assigns and waives any moral rights in deliverables to the extent necessary for Client’s intended use.

6. Representations and Warranties; Compliance

6.1 Mutual Representations. Each Party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

6.2 Service Provider Warranties. Service Provider represents that it will perform the Services in a manner consistent with applicable legal and ethical standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

7. Limitation of Liability

7.1 Cap. Except for liability for gross negligence, fraud, willful misconduct, or breach of confidentiality, each Party’s aggregate liability to the other for any claim arising out of or relating to this Agreement shall not exceed .

7.2 Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

8. Indemnification

8.1 Indemnity by Client. Client shall indemnify, defend and hold harmless Service Provider from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client’s breach of this Agreement or Client’s use of the deliverables in a manner not contemplated by this Agreement.

8.2 Indemnity by Service Provider. Service Provider shall indemnify Client for third-party claims alleging that the deliverables infringe a third party’s intellectual property rights, provided that Client gives prompt written notice and cooperates in the defense.

9. Insurance

Service Provider shall maintain professional liability insurance in an amount of at least and commercial general liability as reasonably required. Upon Client’s written request, Service Provider shall provide a certificate of insurance.

10. Termination

10.1 For Convenience. Either Party may terminate this Agreement for convenience upon days’ prior written notice to the other Party.

10.2 For Cause. Either Party may terminate immediately for material breach that remains uncured for days after written notice specifying the breach.

10.3 Effects. Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination.

11. Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either Party specifies by notice). Notice is effective upon receipt.

12. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument executed by both Parties. No waiver of any breach shall be effective unless in writing signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original and together constitute one agreement.

13. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. The Parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be submitted to the exclusive jurisdiction of the courts located in the chosen jurisdiction.

14. Entire Agreement; Severability

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the Parties and supersedes all prior agreements relating to the subject matter hereof. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. Miscellaneous

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. Each Party shall comply with all applicable laws and regulations in performing its obligations under this Agreement.

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