Legal USA Agreement

LEGAL USA AGREEMENT

This Legal USA Agreement ("Agreement") is made effective as of by and between Client Name: , with principal address at , and Service Provider Name: , with principal address at .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional services as set forth in this Agreement;

WHEREAS, Service Provider represents that it has the requisite qualifications, experience and abilities to perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties wish to memorialize their respective rights and obligations in connection with the services and related matters.

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

1. DEFINITIONS

For purposes of this Agreement, the following definitions apply: "Services" means the tasks and deliverables described in Section 2; "Confidential Information" means 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 and the circumstances of disclosure.

2. SCOPE OF SERVICES

Service Provider will perform the services described below in accordance with the terms of this Agreement. Service Provider shall exercise reasonable skill, care and diligence and shall perform the Services in a professional and workmanlike manner.

3. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days following written notice.

4. COMPENSATION AND PAYMENT

In consideration for the performance of the Services, Client shall pay Service Provider the fees set forth below in accordance with the schedule and terms. Fees are exclusive of applicable taxes unless otherwise required by law.

5. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of Confidential Information received from the other party and to use such information solely for the purposes of performing this Agreement. Confidential Information shall not include information that is or becomes generally available to the public other than through a breach of this Agreement, or that is independently developed without use of the other party's Confidential Information. Each party shall return or destroy Confidential Information upon termination or upon written request.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further represents that the Services will be performed in a professional manner consistent with industry standards.

7. INDEMNIFICATION

Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Service Provider's negligent performance, willful misconduct, or breach of this Agreement.

8. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

9. INSURANCE

Service Provider shall maintain insurance coverage sufficient to cover its liabilities and obligations under this Agreement, including commercial general liability and professional liability insurance where applicable, and shall provide certificates of insurance upon Client's reasonable request.

10. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below (or to such other address that a party may specify in writing).

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any provision of this Agreement 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 instrument.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

15. MISCELLANEOUS

The parties acknowledge that they have had the opportunity to consult legal counsel prior to executing this Agreement. Headings are for convenience only and shall not affect interpretation.

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