Deposition Services Agreement

DEPOSITION SERVICES AGREEMENT

This Deposition Services Agreement (the "Agreement") is made effective as of the day of , , by and between Service Provider: , (entity type: Individual Corporation LLC Other ), and Client: , (entity type: Individual Corporation LLC Other ). The Service Provider and Client are collectively referred to as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Client requires deposition reporting and related services in connection with the matter captioned , and Service Provider has the capability and experience to provide such services; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to provision of deposition services, including but not limited to reporting, realtime, exhibits handling, transcripts, and travel; and

WHEREAS, the Parties intend that this Agreement govern the performance, fees, scheduling, confidentiality, and liability associated with such deposition services.

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

1. SERVICES

1.1 Scope. Service Provider shall furnish court reporting and deposition services as requested by Client, including but not limited to stenographic reporting, electronic recording, realtime transcription (if requested), production of transcripts, exhibit numbering and handling, and delivery of transcript and exhibit files in the formats agreed in writing. Service Provider shall perform services in a professional manner consistent with industry standards.

1.2 Additional Services. Any services outside the Scope, including expedited transcript delivery, realtime feed to remote parties, or reproduction of exhibits, shall be subject to additional fees agreed in writing prior to performance.

2. SCHEDULING AND AVAILABILITY

2.1 Scheduling. Client shall provide Service Provider with scheduled deposition dates, anticipated start times, estimated duration, estimated number of deponents, and any special requirements no fewer than days prior to the scheduled date. Service Provider will use commercially reasonable efforts to accommodate short-notice requests but reserves the right to decline or impose rush fees.

2.2 Substitutions. If the designated reporter is unavailable, Service Provider may provide a qualified substitute reporter without materially affecting the scope or rates unless agreed otherwise by Client.

3. FEES AND PAYMENT

3.1 Rates. Client shall pay Service Provider the following rates unless otherwise agreed in writing:

3.2 Deposit. At Service Provider's election, Client shall pay a deposit in the amount of prior to scheduling services. Deposits are credited against final invoices and are nonrefundable except as expressly provided in Section 4.

3.3 Invoicing and Payment Terms. Service Provider shall invoice Client upon completion of services or on a periodic basis. Unless otherwise agreed in writing, payment is due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. CANCELLATION AND RESCHEDULING

4.1 Cancellation by Client. If Client cancels a scheduled deposition less than business days prior to the scheduled start, Client shall be responsible for a cancellation fee equal to or reasonable documented costs incurred by Service Provider, whichever is greater.

4.2 Rescheduling. Rescheduling requests made at least the number of days specified in Section 2.1 will not incur a rescheduling fee provided the new date is acceptable to Service Provider and does not require additional short-notice charges.

5. FILES, TRANSCRIPTS, AND EXHIBITS

5.1 Ownership and Delivery. Unless otherwise agreed in writing, Service Provider owns original rough notes, electronic stenographic files, and working files, and grants Client a nonexclusive license to use delivered transcripts and exhibits for the prosecution or defense of the matter identified in Section 1. Delivery formats, due dates for rough draft and certified transcripts, and any electronic file delivery requirements shall be specified in writing prior to production.

5.2 Corrections. Requests for corrections to transcripts must be submitted in writing within days of delivery. Service Provider shall make reasonable efforts to correct material transcription errors and will provide corrected versions. Minor changes in punctuation, grammar, or form do not constitute material errors.

6. CONFIDENTIALITY

6.1 Confidential Materials. Service Provider acknowledges that transcript contents, exhibits, and other materials provided by Client may contain confidential or privileged information. Service Provider agrees to treat such information as confidential and not disclose it to third parties except as required by law or as necessary to perform the services under this Agreement.

6.2 Privileged Materials. If Service Provider reasonably believes that material provided by Client is privileged, Service Provider shall notify Client prior to further disclosure and shall follow Client's reasonable instructions regarding handling and return or destruction.

7. INDEPENDENT CONTRACTOR; COMPLIANCE

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall comply with all applicable laws, rules, and ethical obligations in performing services, including but not limited to court reporting and certification requirements.

8. INDEMNIFICATION AND INSURANCE

8.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees, agents and representatives from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, willful misconduct, or negligent performance.

8.2 Insurance. Service Provider shall maintain, at its expense, general liability insurance and professional liability or errors and omissions insurance in amounts sufficient for the services performed, and shall provide evidence of such coverage upon request.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.

10. RECORDS; AUDIT

Service Provider shall maintain complete and accurate records of services performed and hours worked. Client may, upon reasonable prior notice and during normal business hours, inspect such records related to billing for a period of twelve (12) months following invoicing.

11. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by personal delivery, nationally recognized courier, or certified mail, return receipt requested, or by email when followed by overnight courier or certified mail.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended only by a written instrument executed by both Parties. No course of dealing, usage of trade, or failure to enforce rights shall modify this Agreement.

12.2 Waiver. The waiver by either Party of any breach or default shall not constitute a waiver of any subsequent breach or default.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic transmission shall be binding.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

13.1 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.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a replacement provision to effect the original intent.

13.3 Entire Agreement. This Agreement, together with any written fee schedules and attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral.

14. MISCELLANEOUS

14.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Service Provider may assign to a successor in interest in connection with a sale of substantially all of its assets.

14.2 Remedies. The remedies provided in this Agreement are cumulative and not exclusive of any remedies available at law or in equity.

ATTACHMENTS

Any fee schedule, exhibit handling protocol, or technical delivery specifications attached hereto and signed by the Parties are incorporated by reference.

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