Legal SOS Contract Template

LEGAL SOS CONTRACT TEMPLATE

This Legal Services Agreement (the Agreement) is made as of , by and between Client Name: , an entity of type with principal place of business at (Client), and Provider Name: , an entity of type with principal place of business at (Provider).

RECITALS

WHEREAS, Client desires to engage Provider to perform legal advisory, drafting, and related services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is duly qualified and experienced to render such legal services and represents that it will perform such services in a professional manner consistent with applicable legal and ethical standards; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the provision of legal services and related matters.

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

1. SCOPE OF SERVICES

1.1 Services. Provider shall provide legal services as described in the attached Scope of Services or, if no attachment is provided, as described below: Provider shall perform the Services with reasonable skill, care and diligence and in accordance with applicable professional standards.

2. TERM

2.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 9.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Provider fees in the amount of for the Services, or as otherwise agreed in writing. Time-based fees, if applicable, shall be billed at the hourly rate of per hour.

3.2 Expenses. Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services upon receipt of supporting documentation.

3.3 Payment Terms. Invoices shall be due and payable within days of receipt. 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. Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information identified as confidential or that a reasonable person would understand to be confidential.

4.2 Obligations. The receiving party shall not disclose Confidential Information except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this Section shall not apply to information that is publicly known without breach, independently developed, or required to be disclosed by law, provided the disclosing party is given prompt notice where legally permissible.

5. INTELLECTUAL PROPERTY

5.1 Work Product. Unless otherwise agreed in writing, all original documents, drafts, memoranda and other materials prepared by Provider specifically for Client in the performance of the Services (Work Product) shall be the property of Client upon full payment for the Services. Provider reserves the right to retain attorney work product and any pre-existing intellectual property embedded in the Work Product.

5.2 License Grant. To the extent Provider retains ownership of any intellectual property incorporated in the Work Product, Provider grants Client a perpetual, non-exclusive, worldwide license to use such intellectual property for Client's internal business purposes.

6. INDEMNIFICATION

6.1 Indemnity by Client. Client shall indemnify, defend and hold harmless Provider and its affiliates, partners, agents and employees 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, Client's misconduct, or Client's use of the Work Product except to the extent caused by Provider's gross negligence or willful misconduct.

6.2 Indemnity by Provider. Provider shall indemnify Client against claims resulting from Provider's breach of confidentiality obligations or Provider's gross negligence or willful misconduct in performing the Services.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or indemnities set forth in Section 6, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of Provider to Client for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to such claim.

8. COMPLIANCE; CONFLICTS

Provider represents that to the best of its knowledge there is no conflict of interest that would materially impair Provider's ability to perform the Services. Provider will comply with applicable laws, rules and professional obligations in the performance of the Services. Client will cooperate and provide accurate information necessary for Provider to perform the Services.

9. TERMINATION

9.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice.

9.2 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice describing the breach.

9.3 Effect of Termination. Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, intellectual property and limitation of liability shall survive termination.

10. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section. Notice is effective upon personal delivery, confirmed electronic transmission, or three (3) days after deposit with a nationally recognized overnight carrier.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any right shall be effective unless in writing signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship. Headings are for convenience only and shall not affect interpretation. Each party represents that it has full corporate power and authority to enter into and perform its obligations under this Agreement.

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