Legal Spotlights Agreement

LEGAL SPOTLIGHTS AGREEMENT

This Legal Spotlights Agreement (the Agreement) is entered into as of by and between Provider Name: a with principal place of business at and Client Name: , (collectively, the Parties).

RECITALS

WHEREAS, Provider operates a program known as "Legal Spotlights" for producing editorial profiles, interviews, and promotional content that highlight legal practices, matters, or practitioners; and

WHEREAS, Client desires to engage Provider to prepare, produce, and publish certain Legal Spotlights content as described herein, and Provider is willing to provide such services under the terms of this Agreement; and

WHEREAS, the Parties intend to define the scope, compensation, ownership and confidentiality obligations applicable to the services and deliverables.

NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the creation, editing, and publication of legal spotlight content, including interviews, written profiles, multimedia materials and ancillary promotional assets as further described in Section 2.

1.2 "Deliverables" means the tangible work product produced by Provider pursuant to this Agreement, excluding Client Materials and Pre-Existing Materials (as defined below).

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described below in accordance with the specifications and timeline set forth by the Parties.

3. TERM

3.1 The term of this Agreement shall commence on and continue until , unless earlier terminated in accordance with Section 10.

4. COMPENSATION AND PAYMENT

4.1 As full compensation for the Services and Deliverables, Client shall pay Provider the fees set forth below in accordance with the payment schedule. All fees are exclusive of applicable taxes.

4.2 Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider may suspend performance for nonpayment after providing ten (10) days' written notice.

5. CLIENT MATERIALS AND COOPERATION

5.1 Client shall provide Provider with access to personnel, background information, logos, trademarks, photographs and other materials reasonably required for the Services ("Client Materials"). Client represents and warrants that it has all rights necessary to grant Provider a non-exclusive license to use Client Materials for the purposes contemplated by this Agreement.

6. INTELLECTUAL PROPERTY

6.1 Subject to Client's ownership of Client Materials, Provider shall own all right, title and interest in and to the Deliverables, including copyrights, subject to the license granted below.

6.2 Upon full payment of all fees due, Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use the Deliverables for Client's internal and promotional purposes consistent with the Deliverables' intended use. Any use beyond the scope of that license requires Provider's prior written consent and may be subject to additional fees.

Client and Provider agree that, upon full payment, Provider shall assign to Client all right, title and interest in the Deliverables, except for Provider's Pre-Existing Materials and Provider's general know-how and tools. (If checked, Parties should specify assignment consideration below.)

7. CONFIDENTIALITY

7.1 "Confidential Information" means non-public information disclosed by either Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Provider acknowledges that Client Materials may contain Confidential Information.

7.2 Each Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement; and (c) take commercially reasonable measures to protect Confidential Information.

7.3 Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing Party gives prompt notice to the other Party and cooperates in any protective measures.

8. REPRESENTATIONS; WARRANTIES

8.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Client further represents that Client Materials do not infringe third party intellectual property rights and that use by Provider as contemplated herein will not violate applicable law.

8.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Client shall indemnify, defend and hold harmless Provider and its officers, directors and affiliates from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client Materials, Client's breach of its representations, or Client's use of the Deliverables outside the scope of the license granted herein.

9.2 Provider shall indemnify, defend and hold harmless Client from claims that the Deliverables, as delivered by Provider and excluding Client Materials and Pre-Existing Materials, infringe third-party intellectual property rights, provided Client: (a) gives prompt written notice of the claim; (b) allows Provider to control the defense and settlement; and (c) cooperates reasonably with Provider.

10. LIMITATION OF LIABILITY; REMEDIES

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF ITS CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THE STATEMENT OF WORK GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. TERMINATION

11.1 Either Party may terminate this Agreement for material breach by the other Party that remains uncured thirty (30) days after written notice specifying the breach. Provider may also terminate immediately if Client fails to pay undisputed amounts when due and such failure continues for ten (10) days after notice.

11.2 Upon termination, Client shall pay Provider for Services performed and Deliverables delivered through the effective date of termination and reimburse any unrecoverable out-of-pocket costs reasonably incurred by Provider.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as a Party may designate by notice).

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 No amendment or modification of this Agreement shall be binding unless set forth in a written instrument signed by both Parties. No failure or delay in exercising any right will operate as a waiver.

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. Delivery of signatures by electronic transmission shall be effective to bind the Parties.

14. GOVERNING LAW; DISPUTE RESOLUTION

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

14.2 The Parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the Parties are unable to resolve the dispute within sixty (60) days, either Party may pursue any remedies available at law or in equity in the courts of the chosen governing law jurisdiction.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement, together with any statements of work or exhibits expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

15.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a replacement provision that comes as close as possible to the Parties' original intent.

16. MISCELLANEOUS

16.1 Assignment. Neither Party may assign this Agreement or any of its rights or obligations without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a change of control.

16.2 Independent Contractor. Provider is an independent contractor and not an agent or employee of Client. Provider shall be responsible for all taxes and other obligations arising from its compensation.

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