Legal Support Document

LEGAL SUPPORT DOCUMENT

This Legal Support Document (the Agreement) is made and entered into as of by and between: Client Name: (Client), and Support Provider Name: (Provider).

RECITALS

WHEREAS, Client requires legal support services, administrative assistance and related consulting to assist in the management, preparation and review of legal matters; and

WHEREAS, Provider represents that it has the professional expertise, personnel and resources necessary to provide such legal support services and agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing the performance, payment and confidentiality of such services.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

a) “Agreement” means this Legal Support Document together with any Schedules and Exhibits attached hereto.

b) “Services” means the legal support, administrative, research, drafting, document management and consulting tasks described in Section 2 and any Work Orders executed under this Agreement.

2. SCOPE OF SERVICES

Provider shall perform Services as requested by Client from time to time, which may include, without limitation, legal document preparation, drafting, proofreading, calendaring, legal research assistance, client intake assistance, file management, and such other support functions as are reasonably agreed in writing by the parties. The initial description of Services is:

3. TERM

This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated pursuant to Section 12. Renewal, if any, shall be by written agreement of the parties.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth below. Provider will invoice Client in accordance with the billing procedures specified herein, and payment shall be due within thirty (30) days of invoice receipt unless otherwise agreed in writing.

5. CONFIDENTIALITY

Provider acknowledges that in the course of performing Services it may receive Confidential Information belonging to Client. Provider shall: (a) hold in strict confidence all Confidential Information; (b) not disclose Confidential Information to any third party except as necessary to perform the Services or as required by law; and (c) use Confidential Information solely for the performance of Services. Confidential Information does not include information that is or becomes publicly available through no fault of Provider, is rightfully received from a third party without restriction, or is independently developed by Provider without reference to Client Confidential Information. Provider shall upon termination return or destroy Client Confidential Information as directed by Client and certify such return or destruction in writing.

6. CONFLICTS OF INTEREST; INDEPENDENT CONTRACTOR

Provider represents that it is not aware of any conflicts of interest that would materially impair its ability to perform Services. Provider shall immediately disclose any potential or actual conflict to Client. Provider is an independent contractor and not an employee, partner, or joint venturer of Client; Provider retains the right to direct and control the manner and means by which the Services are performed consistent with the terms of this Agreement.

7. RECORDS; ACCESS; REPORTS

Provider shall maintain complete and accurate records of Services rendered and time expended. Client shall have the right to inspect such records upon reasonable notice during normal business hours. Provider shall deliver to Client periodic reports of activities in a form reasonably acceptable to Client. Frequency of reports:

8. INTELLECTUAL PROPERTY

Subject to Client’s payment of all fees due, Provider hereby assigns to Client all right, title and interest in and to any and all Work Product created specifically for Client under this Agreement. Provider retains ownership of its pre-existing intellectual property and general know-how. To the extent Provider incorporates Provider Background into the Work Product, Provider grants Client a perpetual, non-exclusive, royalty-free license to use such Background solely as incorporated in the Work Product.

9. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of Provider’s breach of this Agreement, negligence, willful misconduct or violation of law in performing Services. Client shall indemnify Provider for claims arising from Client’s gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party’s aggregate liability under this Agreement shall not exceed the fees actually paid by Client to Provider during the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, indirect or punitive damages.

11. INSURANCE

Provider shall maintain professional liability insurance and general liability insurance in amounts not less than per occurrence and shall provide certificates of insurance upon request.

12. TERMINATION

Either party may terminate this Agreement for convenience upon days’ prior written notice. Either party may terminate for Cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice. Upon termination Client shall pay Provider for Services performed and reimbursable expenses incurred through the effective date of termination.

13. 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 designates by notice). Notices shall be effective upon personal delivery or two (2) business days after deposit with a nationally recognized overnight courier.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a writing signed by both parties. No waiver of any right or remedy will be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties: without regard to its conflict of laws principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

MISCELLANEOUS

The parties agree to cooperate in good faith to effectuate the purposes of this Agreement. Any dispute arising under this Agreement shall first be addressed through good faith negotiation between senior representatives of the parties prior to any formal dispute resolution procedures.

Sign Now