Legalization Agreement

LEGALIZATION AGREEMENT

This Legalization Agreement ("Agreement") is made as of Effective Date: by and between Service Provider Name: , with principal place of business at , and Client Name: , with address at .

RECITALS

WHEREAS, the Client possesses certain documents, records, certificates or instruments (collectively, "Documents") that require legalization, apostille, consular authentication, translation, or other formal authentication for use in foreign jurisdictions; and

WHEREAS, the Service Provider represents that it has the experience, personnel and requisite authority to perform legalization services, which may include review, notarization coordination, translation coordination, submission to competent authorities, payment of governmental or consular fees, and retrieval and delivery of legalized Documents; and

WHEREAS, the Client desires to engage the Service Provider to perform such services on the terms and conditions set forth herein.

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

1. DEFINITIONS

For the purposes of this Agreement, the following definitions apply: "Legalization Services" means all acts reasonably necessary to authenticate, legalize, apostille, translate, notarize or otherwise render the Documents valid for use before designated foreign authorities; "Authority" means any governmental, consular, notarial or quasi‑governmental body to which Documents may be presented.

2. SCOPE OF SERVICES

2.1 The Service Provider shall perform Legalization Services for the Documents described as:

2.2 The Service Provider's obligations include: (a) reviewing Documents for completeness and format; (b) coordinating any required notarization; (c) arranging certified translations where necessary; (d) submitting Documents to appropriate Authorities for apostille or consular legalization; (e) paying routine consular or filing fees on behalf of the Client as authorized; and (f) returning legalized Documents to the Client upon completion.

2.3 Timelines provided by the Service Provider are estimates only. The Service Provider shall use commercially reasonable efforts to meet estimated completion dates but shall not be liable for delays caused by Authorities, force majeure, or the Client's failure to provide required materials.

3. CLIENT RESPONSIBILITIES

3.1 The Client shall deliver Originals and true and accurate copies of Documents, together with any relevant supporting materials, and shall certify the accuracy of the information supplied to the Service Provider.

3.2 The Client shall promptly execute any documents reasonably required by Authorities or by the Service Provider to perform the Legalization Services, including consents, authorizations and limited powers of attorney.

4. FEES, RETAINER AND PAYMENT

4.1 All fees are due in accordance with the Payment Terms above. The Client shall reimburse the Service Provider for all disbursements, including but not limited to consular fees, courier and postage charges, translation costs, filing fees and taxes, either upon presentation of invoices or by prior authorization and charge against the retainer.

5. EXPENSES AND THIRD-PARTY CHARGES

Client shall promptly reimburse Service Provider for third‑party costs and expenses advanced on Client's behalf. Service Provider may, at its option, require payment of estimated third‑party costs in advance.

6. REPRESENTATIONS AND WARRANTIES

6.1 The Client represents and warrants that it has the authority to submit the Documents for Legalization Services and that all information and Documents provided are true, complete and accurate. The Client shall notify the Service Provider immediately of any change in such information.

6.2 The Service Provider represents and warrants that it will perform the Legalization Services in a professional manner consistent with industry practices and applicable law, but does not warrant the outcome of any proceedings before Authorities.

7. AUTHORIZATION AND LIMITED POWER OF ATTORNEY

The Client hereby authorizes the Service Provider to submit and collect Documents and to sign acknowledgments, receipts and other documents necessary to effectuate the Legalization Services on the Client's behalf. Such authorization is limited to actions reasonably necessary to obtain apostilles, certifications or consular legalization of the Documents and to secure return of the Documents to the Client.

8. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of non‑public information disclosed by the other party in connection with this Agreement and to use such information solely for purposes of performing obligations under this Agreement, except to the extent disclosure is required by law or by Authorities.

9. INDEMNIFICATION

The Client shall indemnify, defend and hold harmless the Service Provider and its officers, agents and employees from and against any claim, loss, liability or expense, including reasonable attorneys' fees, arising from (a) the Client's breach of any representation, warranty or obligation under this Agreement, (b) the inaccuracy of any information or Documents provided by the Client, or (c) any third‑party claim resulting from the Client's use of legalized Documents.

10. LIMITATION OF LIABILITY

Except for liability resulting from fraud or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The Service Provider's aggregate liability arising out of or related to this Agreement shall not exceed the fees actually paid by the Client to the Service Provider under this Agreement for the specific Legalization Services giving rise to the claim.

11. TERM AND TERMINATION

11.1 This Agreement shall commence on the Effective Date and continue until completion of the Legalization Services unless earlier terminated as provided herein.

11.2 Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for ten (10) days after written notice. The Service Provider may also terminate this Agreement for convenience upon five (5) days' written notice; upon termination the Client shall pay for all services performed and costs incurred through the date of termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as either party designates by written notice to the other. Notices shall be effective upon receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. A waiver of any breach shall not operate as a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one agreement.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties:

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, 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

15.1 The parties acknowledge that Service Provider may engage agents or subcontractors to perform portions of the Legalization Services; Service Provider shall remain responsible for the performance of such agents or subcontractors.

15.2 The Client acknowledges that Authorities may require original Documents and that the Service Provider's handling of originals involves risk; the Client must not submit Documents of irreplaceable sentimental value without prior written agreement on special handling.

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