Legal Subscription Package

LEGAL SUBSCRIPTION PACKAGE

This Legal Subscription Package (the "Agreement") is made effective as of by and between Client Name: with principal address , and Provider Name: with principal address .

RECITALS

WHEREAS, Provider is engaged in the business of delivering legal advisory, document preparation, and related subscription services described herein; and

WHEREAS, Client desires to obtain and Provider desires to provide the subscription services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Subscription Services" means the legal services, access to templates, advice, and advisory time allocated to Client as described in Section 2. "Confidential Information" means information disclosed by either party that is marked confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

2. SCOPE OF SUBSCRIPTION SERVICES

2.1 Provider will make available to Client the services set forth in the Scope of Services. Services are limited to those expressly described and do not include court representation, expert testimony, or contingency-based matters unless otherwise agreed in writing.

3. TERM AND RENEWAL

3.1 Term. The initial term of this Agreement shall commence on the effective date and continue for a period of months, unless earlier terminated as provided herein.

3.2 Renewal. This Agreement shall automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the subscription fee in the amount of per billing period in accordance with the billing frequency selected below.

Monthly    Annual

4.2 Late Payment. Any undisputed invoice not paid within thirty (30) days shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for all reasonable costs of collection, including attorneys' fees.

5. CHANGES AND ADDITIONAL WORK

5.1 Scope Changes. Any material change to the scope of Subscription Services shall require a written change order executed by both parties, including an agreed adjustment to fees and schedule.

6. CONFIDENTIALITY

6.1 Non-Disclosure. Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose such information except to employees, contractors, or consultants with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

6.2 Exclusions. Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party, was rightfully in the receiving party's possession prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Provider retains ownership of all pre-existing intellectual property, templates, processes, and methodologies used to deliver Subscription Services. Client is granted a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes.

7.2 Client Materials. Client grants Provider a limited license to use Client-provided materials solely to perform the Subscription Services under this Agreement.

8. WARRANTIES; DISCLAIMER

8.1 Provider Warranty. Provider warrants that it will perform services in a professional manner consistent with generally accepted industry standards. Provider does not warrant results or outcomes, and nothing in this Agreement guarantees a specific legal outcome.

8.2 Disclaimer. EXCEPT AS PROVIDED IN SECTION 8.1, SERVICES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

9.1 Limitation. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY.

9.2 Cap. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INDEMNIFICATION

10.1 Client Indemnity. Client shall defend, indemnify and hold Provider harmless from and against any third-party claims arising from Client's use of services in violation of law or arising from Client-provided materials, except to the extent caused by Provider's gross negligence or willful misconduct.

10.2 Provider Indemnity. Provider shall defend, indemnify and hold Client harmless from third-party claims to the extent such claims arise from Provider's gross negligence or willful misconduct in the performance of the Subscription Services.

11. NOTICES

All notices required or permitted under this Agreement must 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. Notices shall be deemed given when delivered personally, by certified mail, or by nationally recognized courier service.

12. TERMINATION

12.1 For Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach.

12.2 Effect of Termination. Upon termination, Provider shall invoice Client for all fees earned through the effective date of termination, and Client shall pay all undisputed amounts within thirty (30) days of invoice.

13. MISCELLANEOUS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

13.2 Entire Agreement. This Agreement, together with any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid provision will be replaced by a valid provision that most nearly reflects the parties' intent.

13.4 Amendments; Waiver. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of that provision.

13.5 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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