Legal TDT Legals

Legal TDT Legals

This Professional Services Agreement ("Agreement") is made effective as of Effective Date: by and between Provider Name: ("Provider") and Client Name: ("Client").

RECITALS

WHEREAS, Provider is engaged in the business of providing legal and advisory services, including but not limited to counsel, document preparation, negotiation and representation; and

WHEREAS, Client desires to engage Provider to perform legal services as set forth herein, and Provider is willing to perform such services under the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the provision of services and payment therefor.

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

1. Services

1.1 Scope. Provider shall provide legal services to Client as described in the Statement of Work below and any attachments incorporated by reference. Services may include legal advice, drafting of documents, negotiation, representation before administrative bodies, and other tasks mutually agreed in writing.

2. Term

2.1 Effective Date and Term. This Agreement commences on the Effective Date specified above and continues until completion of the Services or termination under Section 6.

3. Fees and Payment

3.1 Fees. Client shall pay Provider for Services at the rates set forth below or in an attached fee schedule. Unless otherwise agreed in writing, time is billed in increments of one tenth (0.1) of an hour.

3.2 Expenses. Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in the performance of Services, including filing fees, courier charges and third-party vendor costs, provided Provider provides appropriate documentation.

3.3 Invoicing and Payment Terms. Provider will render invoices monthly unless otherwise agreed. Invoices are due and payable within thirty (30) 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 non-public information of the other party ("Confidential Information"). Each party agrees to protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

4.2 Exceptions. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, independently developed by the receiving party without use of the disclosing party's Confidential Information, or rightfully received from a third party without obligation of confidentiality.

5. Conflicts; No Guarantee

5.1 Conflicts. Provider shall exercise reasonable efforts to identify any conflicts of interest prior to engagement. Client acknowledges that Provider may have pre-existing engagements; when a conflict arises, Provider will notify Client and take actions required by applicable ethical rules.

5.2 No Guarantee of Outcome. Provider does not guarantee any particular result. Client acknowledges that legal matters involve uncertainties and that any expressions regarding likely outcomes are estimates and not promises.

6. Termination

6.1 Termination for Convenience. Either party may terminate this Agreement upon written notice to the other. Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination.

6.2 Immediate Termination. Either party may terminate immediately for material breach by the other party if such breach is uncured for a period of fourteen (14) days after written notice.

7. Intellectual Property

7.1 Work Product. Subject to payment in full, Provider hereby grants Client a non-exclusive, non-transferable license to use deliverables created specifically for Client under this Agreement. Provider retains ownership of Provider's pre-existing materials and methodologies and any general legal knowledge not constituting Confidential Information.

8. Independent Contractor

Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. Provider is solely responsible for all taxes and withholding on amounts paid to Provider.

9. Representations, Warranties and Disclaimers

Each party represents and warrants that it has the full right and authority to enter into this Agreement and to perform its obligations. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Indemnification and Limitation of Liability

10.1 Indemnification. Each party shall indemnify, defend and hold harmless the other from third-party claims arising out of the indemnifying party's willful misconduct or material breach of this Agreement.

10.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, FRAUD, OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Notices

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

12. Amendments; Waiver; Counterparts

12.1 Amendments. This Agreement may be amended only by a written instrument signed by both parties.

12.2 Waiver. Failure or delay by either party to enforce any provision will not constitute a waiver of that provision or any other right.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. Governing Law; Severability; Entire Agreement

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws chosen by the parties: Governing State: , without regard to its conflicts of law principles.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

13.3 Entire Agreement. This Agreement, including all attachments and any Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions and agreements.

14. Miscellaneous

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

14.2 Survival. Provisions that by their nature should survive termination or expiration shall survive, including Sections relating to Fees, Confidentiality, Indemnification, Limitation of Liability, Governing Law and Entire Agreement.

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