LEGAL FORM DISTRIBUTION AGREEMENT
This Legal Form Distribution Agreement (the “Agreement”) is made by and between _______________________ (“Provider”), and _____________________________ (“Distributor”) (collectively Provider and Distributor may be referred to as the “Parties”) and is effective when both Parties have executed the Agreement. WHEREAS, Provider is an attorney duly authorized to practice law in the State of ______________; WHEREAS, Distributor operates various legal form sites including FindLegalForms.com (the “Sites”); and WHEREAS, Provider has created and/or intends to create certain legal forms (the “Legal Forms”) and desires to sell the Legal Forms through the Sites and with Distributor’s assistance as set forth herein. NOW, THEREFORE, the Parties agree as follows: 1. Distribution Exclusivity: Subject to the terms of this Agreement, Provider appoints Distributor as a(n) (choose one) exclusive non-exclusive internet distributor of the Legal Forms prepared, written and owned by Provider. 2. Form Distribution: The Forms will be sold through the Sites by Distributor. Provider understands that Distributor is not obligated to accept all of the Legal Forms provided by Provider for distribution. 3. Fee: A. Distributor will receive a fee for the services and tools provided under this Agreement—providing e-commerce services and tools to sell the Legal Forms, marketing, credit-card transaction facilitation, electronic transmission and delivery of the Legal Forms to customers, and providing software that allows the Legal Forms to be sold. B. Provider will receive a fee for providing the Legal Form for sale, maintaining the legal validity and correctness of the Legal Form and maintaining his/her proprietary rights in the Legal Form. C. The fees shall be based on a percentage of the revenue generated by the sale of the Legal Forms provided to Distributor by Provider. The revenue for each Legal Form provided by Provider that is sold through a Site shall be apportioned as follows: __% to Distributor and ___% to Provider after the deduction of credit card/payment processing fees. For example if 25 forms are sold at $20 each for a total of $500 and there is a deduction of 6% ($30) for credit card fees leaving a balance of $470 to be divided between Distributor and Provider. If the Provider was to receive 15% of the sale price of each form, in the example above, the Provider would receive $70.50 ($470x15% = $70.50). These numbers are purely for example purposes.
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4. Payment of Fees: Provider will be paid any monies due on a monthly basis. Within approximately 30 days following the end of each month, Distributor will send Provider a check for Provider’s share of the proceeds of the Legal Forms sold. If the amount payable to Provider for any month is less than fifty ($50.00) U.S. dollars, Distributor will hold those funds until such time as Provider’s commission earned equals at least fifty ($50.00) U.S. dollars. If a product sale that generated revenue is refunded by the customer, Distributor will deduct the proportionate amount from Provider’s next monthly payment. Distributor reserves the right to remit payments to Provider electronically. 5. Form Price: Distributor shall have the right to set the price charged for each Legal Form in its sole discretion. 6. Provider Representations: A. Provider represents that the Legal Forms provided to Distributor for distribution satisfy all applicable legal requirements, statues, laws and regulations. B. Provider represents that the Legal Forms provided have been prepared by Provider and/or that the copyright to the Legal Forms is owned by Provider and that Provider has the right to distribute and sell the Legal Forms in the manner contemplated by this Agreement. C. Provider agrees to abide by all terms and conditions found on the FindLegalForms.com site and agrees to follow all instructions found on the FindLegalForms.com site in order to make the Legal Forms available for sale. 7. Continuing Obligations: During the time that the Legal Forms are distributed by Distributor, Provider agrees to review the Legal Forms provided to Distributor periodically to ensure that they are current, comply with all provisions of law and reflect any changes in the law. 8. Error and Omissions Coverage: Provider (check one) does does not maintain errors and omissions coverage. 9. Taxes: In no event shall Distributor be responsible for taxes based on Provider's income or for the privilege of doing business. 10. Provider Sales and Revenue Information: Distributor will make reasonable efforts to make Provider’s sales and revenue information available via a web interface; however, Provider acknowledges that this information may not always be available in real- time. 11. Termination: This Agreement may be terminated at any time for any reason by either party by giving the other party 30 days prior written notice. Neither party shall be liable to the other or to any other person for any loss or damage occasioned by the termination of this Agreement as provided herein.
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12. No Employment Relationship: Distributor, its agents and employees shall, under no circumstances be deemed employees, agents or representatives of Provider. Neither Distributor nor Provider shall have any right to enter into any contract or commitment in the name of, or on behalf of the other, or to bind the other in any respect whatsoever. 13. Indemnification of Distributor: Provider shall be solely responsible for the writing, design, development, supply, validity of copyrights and ownership claimed by Provider and legal validity of the Legal Forms. Provider agrees to indemnify and hold Distributor harmless from and against any claim, loss, damage, expense or liability (including attorney's fees and costs) that may result in whole or in part, from: A. any infringement or any claim of infringement, of any patent, trademark, copyright, trade secret, negligence in the preparation of or other proprietary right with respect to the Legal Forms. B. any warranty, product liability or negligence claim with respect to the preparation of the Legal Forms provided. Distributor, in case of legal action seeking remedy from Distributor concerning Provider's warranty, infringement of copyright, patent, trade secret, negligence in the preparation of the Legal Form, or other proprietary right, will immediately notify Provider of such action. 14. Ethical Requirements: It is Provider’s responsibility to ensure that this Agreement complies with any ethical requirements in the Provider’s state(s) of practice. 15. Interruption of Service: Although Distributor will attempt to keep the service operational at all times, a certain amount of downtime and interruption of service is inevitable. Distributor is not responsible for any interruption of the service and Provider agrees not to hold Distributor liable for any consequences of interruption of any service, regardless of the cause. 16. Assignment: Distributor may assign any of its rights and interests as herein granted. 17. No Implied Waivers: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. 18. Notices: Any notice or other communication under this Agreement shall be deemed given if delivered in writing to the intended recipient either in person or mailed, certified or registered, postage prepaid, or by recognized overnight delivery service, to the intended recipient at the address specified herein:
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If to Provider: _________________________ _________________________ _________________________ _________________________
If to Distributor: _________________________ _________________________ _________________________ _________________________
or such other address as either party may specify from time to time. 19. Governing Law: This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. 20. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both Distributor and Provider. 21. Headings: Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. 22. Severability: If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. 23. No Revenue Guarantee: Provider understands that Distributor does not make any warranties or representation as to any potential revenue or income stemming from this Agreement. 24. Interpretation: This agreement shall not be construed against any party, regardless as to who may have drafted the Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement.
___________________________________ ___________________________________ [Signature of Distributor] [Date]
___________________________________ ___________________________________ [Signature of Provider] [Date]
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