Trademarks Engagement Agreement

Trademarks Engagement Agreement

This Trademarks Engagement Agreement (the Agreement) is made as of , (Effective Date), by and between Client Name: , an entity of the following type: Individual Corporation LLC Partnership Other, with primary address: ; and Counsel Name: , with principal place of business at .

RECITALS

WHEREAS, Client desires counsel to provide trademark legal services including but not limited to searches, clearance opinions, preparation and prosecution of trademark applications, maintenance, and enforcement advice with respect to one or more trademarks;

WHEREAS, Counsel represents that it has the competency and experience to render such trademark services and is willing to be retained on the terms set forth herein;

WHEREAS, The parties wish to set forth their respective rights and obligations with respect to the engagement in this written agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained below, the parties agree as follows.

1. ENGAGEMENT AND SCOPE

1.1 Engagement. Client hereby retains Counsel to perform trademark legal services described in this Agreement. Counsel's engagement is limited to: trademark searches and analysis; clearance opinions; preparation and filing of trademark applications in the jurisdictions specified below; response to office actions; recordals; and advice concerning enforcement and maintenance of trademarks, as requested in writing by Client. Counsel will not provide corporate, tax, or other non-trademark legal services unless expressly agreed in writing.

1.2 Trademark List. The trademarks subject to this engagement are set forth below. Client may add marks upon written notice and subject to Counsel's acceptance and adjustment of fees.

2. CLIENT RESPONSIBILITIES

2.1 Cooperation. Client will provide full and timely instructions, all relevant documents and specimens, authority to file applications, and truthful responses to Counsel inquiries. Client warrants that it has the authority to seek registration and to execute documents necessary for prosecution and enforcement of the trademarks identified herein.

2.2 Contact. Primary contact for the engagement: ; Email/Phone: .

3. FEES, RETAINER AND BILLING

3.1 Fees. Client agrees to pay Counsel for services at the following rates and structures (select or complete applicable items and supplement as agreed in writing):

3.2 Billing and Payment. Counsel will render invoices at regular intervals or upon completion of specified stages. Payment is due within days of invoice. Counsel may suspend work for nonpayment after providing written notice and a reasonable cure period. Retainer will be applied to final invoices and return of any unearned portion shall be within a reasonable time after final accounting.

4. EXPENSES

Client will reimburse all out-of-pocket expenses incurred by Counsel in connection with the engagement, including but not limited to official filing fees, search fees, translation costs, courier charges, foreign counsel fees, and prosecution costs. Counsel is authorized to incur reasonable expenses on Client's behalf up to without prior approval.

5. CONFLICTS, PRIVILEGE AND CONFIDENTIALITY

5.1 Conflicts. Counsel has conducted a conflicts check based on information provided by Client. Client will promptly notify Counsel of any change in relevant circumstances. Counsel reserves the right to withdraw if a conflict is discovered that cannot be waived.

5.2 Privilege. Communications between Client and Counsel are protected by attorney-client privilege and work-product doctrine to the extent applicable. Counsel will safeguard confidential information and will not disclose Client confidential information except as authorized by Client or required by law.

6. TERM AND TERMINATION

6.1 Term. This Agreement commences on the Effective Date and continues until the completion of the services described herein or until earlier termination as provided below.

6.2 Termination. Either party may terminate this Agreement upon days' written notice. Client remains liable for all fees and expenses incurred through the effective date of termination and for any actions necessary to protect Client's filings or rights, including transfer of files to successor counsel upon payment of outstanding invoices.

7. INTELLECTUAL PROPERTY OWNERSHIP; ASSIGNMENT

7.1 Ownership. Except as otherwise agreed in writing, Client represents and warrants that it is the owner (or authorized licensee) of the trademarks submitted to Counsel and that Client retains all rights and title in and to such trademarks. Counsel acquires no ownership interest in Client's trademarks by virtue of this Agreement.

7.2 Assignment. Any assignment of rights in applications or registrations will be effected only by written instrument executed by Client, subject to payment of Counsel's fees and disbursements as provided herein.

8. RECORDS, FILES, AND RETENTION

8.1 Files. Original physical documents provided by Client will be returned upon request. Counsel will retain its working files, including electronic files and attorney work product, for a commercially reasonable period. Upon Client request and payment of outstanding charges, Counsel will deliver Client's case file in Counsel's possession.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. To the fullest extent permitted by law, neither party shall be liable to the other for consequential, incidental, special, or punitive damages arising out of or relating to this Agreement.

9.2 Cap on Liability. Counsel's total aggregate liability arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Counsel under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, courier, or certified mail (or electronically if the parties agree in writing):

11. AMENDMENTS; WAIVER; SEVERABILITY; ENTIRE AGREEMENT

11.1 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

11.2 Waiver. A waiver of any breach or default must be in writing and shall not constitute a waiver of any subsequent breach or default.

11.3 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

11.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings, and communications.

12. GOVERNING LAW

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

13. COUNTERPARTS; ELECTRONIC SIGNATURES

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

14. ADDITIONAL TERMS

By signing below the parties acknowledge they have read, understand, and agree to the terms of this Agreement and that each person signing below is authorized to bind the party for whom they sign.

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