Legal Work Order Contract

LEGAL WORK ORDER CONTRACT

This Legal Work Order Contract (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal place of business at ("Client"), and Service Provider Name: with principal place of business at ("Provider"). Client and Provider are hereinafter referred to collectively as the Parties.

RECITALS

WHEREAS, Client requires certain legal services and project work described herein and desires to engage Provider to perform such services under the terms and conditions of this Agreement; and

WHEREAS, Provider represents that it has the professional capability, personnel, and expertise to perform the services described in this Work Order in a timely and competent manner; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Provider will perform such services.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. WORK ORDER IDENTIFICATION

2. SCOPE OF WORK

Provider shall perform the services and deliverables described in this Work Order (the Services). The Services shall include, at minimum, the following scope description and any materials or tasks reasonably necessary to accomplish such scope:

Provider shall furnish all labor, supervision, materials, equipment, tools, transportation and facilities necessary to perform the Services unless expressly stated otherwise in this Agreement.

3. SCHEDULE

Commencement Date: . Estimated Completion Date: .

Time is of the essence for performance of all material obligations in this Work Order. Provider shall meet milestones and delivery dates set forth in any attached schedule or as mutually agreed in writing.

4. COMPENSATION AND PAYMENT

The Client shall pay Provider as follows:

Fixed price    Time and materials

Unless otherwise stated, invoices are due net days from receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CHANGE ORDERS

Any change to the scope, schedule or price shall be made only by written change order signed by an authorized representative of each Party. Provider shall not proceed with changed work until a change order is executed.

6. WARRANTIES AND REPRESENTATIONS

Provider represents and warrants that: (a) Provider has the full right and authority to enter into this Agreement and to perform the Services; (b) the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards; and (c) the Services will not infringe the intellectual property rights of any third party. These warranties shall survive termination of the Agreement for a period of one year from delivery of the applicable deliverable.

7. CONFIDENTIALITY

Each Party agrees to protect Confidential Information of the other Party with the same standard of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Confidential Information shall not include information that (i) is or becomes generally known without breach of this Agreement, (ii) is received from a third party without restriction, or (iii) is independently developed without use of or reference to the other Party's Confidential Information. Obligations of confidentiality shall survive termination for a period of three (3) years.

8. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider grants to Client a nonexclusive, perpetual, worldwide license to use deliverables created specifically for Client under this Work Order for Client's internal business purposes. Provider retains rights to pre-existing materials, tools, methodologies, and proprietary software used in performance of the Services. To the extent any deliverable incorporates Provider's pre-existing materials, Provider grants Client a royalty-free, nonexclusive license to use that pre-existing material solely as incorporated in the deliverable.

9. INSURANCE AND INDEMNIFICATION

Provider shall maintain customary commercial insurance coverage appropriate to the Services, including general liability and professional liability insurance. Provider shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any losses, damages, liabilities, claims and expenses (including reasonable attorneys' fees) arising out of Provider's negligent performance or breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct.

10. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice specifying the breach. Client may terminate for convenience upon providing ten (10) days' written notice and shall pay Provider for all Services performed and costs reasonably incurred through the effective date of termination, including any non-cancellable commitments.

11. NOTICES

All notices required or permitted under this Agreement shall be given in writing and delivered to the addresses below by hand delivery, certified mail (return receipt requested), or nationally recognized courier, and shall be effective upon receipt.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may only be amended by a written instrument signed by both Parties. No waiver of any provision shall constitute a waiver of any other provision or of the same provision on another occasion. 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

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any dispute shall be the state or federal courts located in the county of the Client's principal place of business unless otherwise agreed in writing.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any attachments and executed change orders, 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 continue in full force and effect.

15. MISCELLANEOUS

Relationship of the Parties: Provider is an independent contractor and not an employee, agent or partner of Client. Neither Party may assign this Agreement without the prior written consent of the other, except that either Party may assign to an affiliate or successor in interest.

Remedies: Except where otherwise provided, the remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.

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