Legal Support Services Agreement

Legal Support Services Agreement

This Legal Support Services Agreement ("Agreement") is entered into as of Date: by and between Provider Name: , and Client Name: .

RECITALS

WHEREAS, Provider Name: possesses experience and expertise in providing legal support services including document drafting, legal research, litigation support, and related paralegal functions; and

WHEREAS, Client Name: desires to engage Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms, conditions and scope of compensation for the provision of such legal support services.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. SERVICES

1.1 Scope. Provider shall perform legal support services as described in the Service Description below (collectively, the "Services"). Provider shall perform Services in a timely, professional manner consistent with industry standards and applicable rules of professional conduct.

1.2 Deliverables. Deliverables shall consist only of those documents and materials expressly identified in the Service Description. Provider will not provide legal advice or appear in court on behalf of Client unless separately agreed in writing.

2. TERM; TERMINATION

2.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated as provided herein.

2.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination.

2.3 Termination for Cause. Either party may terminate immediately upon written notice for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

3. FEES AND EXPENSES

3.1 Expenses. Client shall reimburse Provider for reasonable and documented out-of-pocket expenses necessarily incurred in connection with the Services, subject to Client's prior written approval for any single expense exceeding .

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means nonpublic information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information.

4.2 Obligation. Each party shall (a) hold Confidential Information of the other in strict confidence using at least the same degree of care it uses to protect its own confidential information, and (b) not use or disclose such information except as necessary to perform under this Agreement or as required by law. The foregoing obligation shall not apply to information that is publicly known, independently developed, or rightfully received from a third party without restriction.

5. CONFLICTS OF INTEREST

Provider represents that, to the best of its knowledge, no actual conflict of interest exists with respect to the Services. If Provider becomes aware of a potential conflict, Provider will promptly disclose the matter to Client and will not undertake any representation adverse to Client without Client's informed written consent.

6. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, partner or agent of Client. Provider shall be solely responsible for all taxes, withholdings and other statutory obligations with respect to Provider's personnel.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Work Product. Unless otherwise agreed in writing, all Work Product prepared by Provider specifically for Client under this Agreement shall be considered work made for hire and shall be assigned to Client upon payment in full. Provider shall retain ownership of its pre-existing tools, methodologies, templates and know-how, and grants Client a nonexclusive, royalty-free license to the extent necessary to use the Work Product for Client's internal business purposes.

8. RECORDS; AUDIT

Provider shall maintain accurate records of time and expenses related to the Services for a period of three years following termination. Client may, upon reasonable prior notice and during normal business hours, inspect such records solely to verify fees and expenses invoiced to Client.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Provider warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

10. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence or willful misconduct in the performance of the Services. Client shall indemnify Provider for claims arising from Client's use of the Work Product outside the scope of this Agreement or Client's breach of confidentiality obligations.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED OR THE TOTAL FEES PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, WHICHEVER IS LESS.

12. INSURANCE

Provider shall maintain, at its own expense, professional liability insurance in an amount not less than and shall provide evidence of such insurance upon Client's reasonable request.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

15. ENTIRE AGREEMENT

This Agreement, together with any exhibits or appendices attached hereto, constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings and agreements relating to the subject matter hereof.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

17. GOVERNING LAW

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

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

MISCELLANEOUS

19.1 Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or successor by operation of law.

19.2 Remedies. The parties agree that a breach of the confidentiality or intellectual property provisions would cause irreparable harm for which monetary damages may be inadequate and that injunctive relief may be appropriate.

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