Proposed Legal SCO

PROPOSED LEGAL SCOPE CHANGE ORDER (SCO)

This Proposed Legal Scope Change Order ("SCO") is made effective as of by and between Client Name: and Law Firm / Provider Name: . This SCO amends the Original Agreement dated (the "Agreement") between the parties.

Recitals

WHEREAS, the parties entered into the Agreement to govern the provision of legal services and related work products; and

WHEREAS, circumstances have arisen that require modification of the scope, deliverables, schedule, or compensation under the Agreement; and

WHEREAS, the parties desire to set forth the mutually agreed changes and the terms upon which those changes shall be performed.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Definitions

For purposes of this SCO, capitalized terms used and not otherwise defined shall have the meanings ascribed to them in the Agreement. "Change Order" means the modifications to scope, schedule or compensation set forth in this SCO. "Effective Date" means the date first written above.

2. Scope Change

The Agreement is modified to include the following additional or revised services. The Provider shall perform the work described below in accordance with the terms and conditions of the Agreement, except as expressly modified by this SCO.

3. Deliverables and Schedule

The parties agree the following deliverables and milestones shall apply to the Change Order. Time is of the essence for all deadlines set forth below unless otherwise agreed in writing.

New Target Completion Date:

4. Fees and Payment

Compensation for the additional work described in this SCO shall be as set forth below. Unless expressly stated otherwise, all rates, expenses and billing procedures shall conform to the Agreement.

Fixed Fee    Hourly Rate

5. Authorization; Performance

Each party represents and warrants that it has full authority to enter into this SCO and that the individual executing this SCO on its behalf is duly authorized. Provider shall perform the Change Order in a professional and workmanlike manner in accordance with applicable law and professional standards.

6. Confidentiality

All information exchanged in connection with this SCO is subject to the confidentiality obligations in the Agreement. The parties shall take commercially reasonable measures to maintain the confidentiality of privileged or sensitive information and shall not disclose such information except as required by law.

7. Intellectual Property

Unless otherwise agreed in writing, ownership of any new work product created solely in connection with the Change Order shall be governed by the Agreement. Provider grants Client a nonexclusive, nontransferable license to any Provider preexisting materials to the extent incorporated into deliverables.

8. Indemnification

Each party shall defend, indemnify and hold harmless the other party from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this SCO, negligence or willful misconduct in connection with the performance of the Change Order.

9. Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, the parties' liability for claims arising out of this SCO shall be limited to direct damages and shall not exceed the total fees paid or payable under this SCO.

10. Termination

This SCO may be terminated in accordance with the termination provisions of the Agreement. Upon termination, Client shall pay Provider for all work performed to the date of termination in accordance with the Agreement and this SCO.

11. Notices

All notices required or permitted under this SCO shall be delivered in writing to the addresses below and shall be deemed delivered in accordance with the Agreement.

12. Amendments; Waiver

No modification, amendment or waiver of any provision of this SCO shall be effective unless in writing and signed by duly authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver of that right.

13. Governing Law

This SCO shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

14. Entire Agreement

Except as expressly modified by this SCO, the Agreement remains in full force and effect. This SCO, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

15. Severability

If any provision of this SCO is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the parties' original intent.

16. Counterparts

This SCO may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

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