Legal VIP Day Agreement

LEGAL VIP DAY AGREEMENT

This Legal VIP Day Agreement ("Agreement") is made and entered into as of Date: by and between Provider Name: , with principal place of business at (Provider) and Client Name: , with mailing address at (Client).

RECITALS

WHEREAS, Provider offers concentrated, bespoke legal strategy and document drafting services delivered in a single-day intensive format commonly referred to as a "VIP Day"; and

WHEREAS, Client desires to engage Provider to deliver such services on the terms and conditions set forth herein; and

WHEREAS, the parties intend that the scope, deliverables, fees and other terms of the engagement be memorialized in this Agreement.

NOW, THEREFORE

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "VIP Day" means the single-day period during which Provider performs the Services described in Section 2. "Deliverables" means the documents, drafts and work product produced by Provider in connection with the VIP Day and delivered to Client.

2. SCOPE OF SERVICES

Provider will provide to Client a focused, time-limited legal services engagement consisting of strategy, consultation, and preparation or revision of documents as set forth below. Specific scope and target outcomes are:

VIP Day Date:   |   Location:   |   Estimated Start Time: Estimated End Time:

3. DELIVERABLES

Provider will deliver the final Deliverables to Client in electronic form within a reasonable time following the VIP Day. Provider will make commercially reasonable efforts to complete drafts during the VIP Day, provided that additional post-day revisions limited to the items expressly listed in the Scope may be included as set forth in Section 4.

4. FEES; PAYMENT

Client shall pay Provider a fee for the VIP Day as follows.

Payment shall be made by the method agreed between the parties. Failure to timely pay any undisputed amount will permit Provider to suspend performance until payment is received. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. EXPENSES

Client will reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the VIP Day, including travel, lodging and printing. Reimbursable expenses will be invoiced and payable within the same period as fees unless otherwise agreed.

6. CLIENT COOPERATION

Client shall provide all information, materials and decisions reasonably required by Provider in sufficient time to permit Provider to perform the Services. Failure to provide requested information may result in delay or additional fees.

7. CONFIDENTIALITY

Each party will hold in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (a) is or becomes generally available to the public without breach of this Agreement, (b) was known to the receiving party prior to disclosure by the disclosing party, (c) is received from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information if required by law, provided it gives prior notice to the disclosing party and cooperates in any protective measures.

8. INTELLECTUAL PROPERTY; LICENSE

Subject to Client's payment in full of all fees due under this Agreement, Provider assigns to Client all right, title and interest in the Deliverables prepared specifically for Client under this Agreement, and grants Client a perpetual, worldwide, non-exclusive license to use such Deliverables for Client's internal business purposes. Provider retains ownership of its pre-existing materials, methodologies and templates and reserves the right to use general knowledge, experience and non-identifying lessons learned from the engagement.

9. WARRANTIES; DISCLAIMER

Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

11. INDEMNIFICATION

Client shall indemnify and hold Provider and its officers, employees and agents harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's use of the Deliverables, Client's breach of this Agreement, or Client's negligent or willful acts or omissions, except to the extent caused by Provider's gross negligence or willful misconduct.

12. TERM; TERMINATION; CANCELLATION

This Agreement commences on the Effective Date and, unless earlier terminated, concludes upon completion of the Services and delivery of final Deliverables. Either party may terminate this Agreement for material breach by the other party that remains uncured after fifteen (15) days' written notice. If Client cancels the VIP Day more than fourteen (14) days prior to the scheduled date, Provider will refund the deposit less any unrecoverable expenses. If Client cancels within fourteen (14) days, Client remains responsible for the deposit and may be responsible for additional portions of the fee as set forth above.

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 may designate by notice).

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver by either party of any breach shall not operate or be construed as a waiver of any subsequent breach.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

17. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties below. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any action arising out of or relating to this Agreement.

Governing Law State:

18. COUNTERPARTS; ELECTRONIC SIGNATURES

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. Electronic or facsimile signatures shall be binding as originals.

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