Legal Trademark Engagement Letter

LEGAL TRADEMARK ENGAGEMENT LETTER

This Engagement Letter ("Agreement") is made effective as of by and between Client Name: whose principal place of business is at and Trademark Counsel: with offices at (collectively, the "Parties").

RECITALS

WHEREAS, Client seeks legal representation in connection with the selection, clearance, prosecution, registration and maintenance of trademark rights for certain mark(s) and related services; and

WHEREAS, Counsel has the professional qualifications and experience to provide trademark and related intellectual property services and is willing to provide such services under the terms set forth herein; and

WHEREAS, Client desires to engage Counsel to perform specified trademark services and Counsel agrees to provide those services subject to the terms and conditions of this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, the Parties agree as follows:

1. SCOPE OF ENGAGEMENT

1.1 Services. Counsel will provide trademark services including, as requested by Client, clearance searches, legal opinions regarding registrability, preparation and filing of U.S. and foreign trademark applications, prosecution before trademark offices, responses to office actions, coordination of opposition and cancellation proceedings, recordation of assignments and renewals, and general advice concerning use and enforcement of the Mark(s). The Mark(s) to be the subject of this engagement are described as:

1.2 Exclusions. Counsel does not guarantee registration, the absence of third-party claims, or the scope of protection ultimately afforded by any registration. Activities not explicitly included above (such as litigation, domain disputes, or intensive policing/enforcement) will require separate engagement and fee arrangements.

2. FEES, RETAINER AND EXPENSES

2.1 Retainer. Client shall pay an initial retainer in the amount of to be applied against fees and expenses. Counsel may require replenishment of the retainer as work progresses.

2.2 Fees. Fees for legal services will be billed as follows: hourly billing at per hour for attorneys and per hour for staff; or flat fees where agreed in writing for specific matters. Estimated flat fees for initial filing are: Counsel fee ; estimated government filing fees .

2.3 Expenses. Client will reimburse Counsel for out-of-pocket expenses incurred in connection with the representation, including but not limited to official filing fees, search charges, translation expenses, courier and recording fees, foreign counsel fees, and expenses for certified copies. Counsel may require payment of projected official fees prior to filing.

2.4 Billing and Payment. Counsel will render periodic statements describing services performed and expenses incurred. Payment is due within days of invoice. Overdue balances will accrue interest at or the maximum rate permitted by law.

3. CLIENT COOPERATION AND AUTHORIZATIONS

3.1 Client agrees to provide truthful, complete and timely instructions, information, specimens, and documents necessary for Counsel to perform the services. Client authorizes Counsel to sign and file documents, to make routine procedural filings and to take such actions as are customary and necessary to prosecute trademark applications, unless Client provides contrary written instruction.

3.2 Client acknowledges that failure to respond to Counsel's reasonable requests for instructions or approvals may result in abandonment of applications or suspension of services, for which Client will remain responsible.

4. CONFLICTS; NO GUARANTEE OF REGISTRATION

4.1 Counsel represents no present conflict of interest that would materially impair its representation of Client. Client must promptly disclose to Counsel any prior use, preexisting rights, or conflicting marks of which Client is aware.

4.2 Client expressly acknowledges that Counsel cannot guarantee that any trademark application will issue as a registration or that third parties will not assert rights. Counsel will exercise professional judgment but outcomes depend on trademark offices and third parties.

5. TERM AND TERMINATION

5.1 This Agreement is effective as of the Effective Date and continues until the completion of the services identified herein or until earlier terminated by either Party upon written notice. Termination will not relieve Client of the obligation to pay fees and expenses incurred prior to termination.

6. CONFIDENTIALITY; USE OF CLIENT INFORMATION

Counsel will maintain confidentiality of Client's information as required by applicable professional rules. Counsel may, however, use Client information to the extent necessary to perform the services, to comply with legal obligations, or as otherwise authorized by Client in writing.

7. INTELLECTUAL PROPERTY OWNERSHIP

Client retains ownership of any trademark rights, registrations, and goodwill arising from Client's use of the Mark(s), subject to payment in full of fees and expenses due to Counsel. Counsel retains no ownership in trademark rights created by Client.

8. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Counsel's liability for any claim arising out of or relating to this Agreement or the services performed hereunder shall be limited to direct damages not to exceed the total fees paid by Client to Counsel under this Agreement during the twelve (12) month period preceding the claim. In no event shall Counsel be liable for consequential, incidental, special or punitive damages.

9. NOTICES

All notices under this Agreement must be in writing and shall be delivered to the addresses below or such other address as either Party designates in writing.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any breach shall 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 agreement.

11. 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 below without regard to its conflict of law principles. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. ELECTRONIC COMMUNICATIONS

Client consents to receiving invoices, communications and other materials electronically unless Client provides written notice requesting paper delivery. Counsel will use commercially reasonable measures to protect electronic transmissions but cannot guarantee security of unencrypted electronic communications.

13. ACKNOWLEDGMENTS

By signing below, Client confirms that Client has read and understands this Agreement, consents to the terms and authorizes Counsel to proceed in accordance with this Agreement. Client further acknowledges receipt of any required disclosures under applicable professional rules.

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