Legal Adorum Agreement

LEGAL ADORUM AGREEMENT

This Legal Adorum Agreement (the "Agreement") is entered into as of Effective Date: by and between Adorum Name: (the "Adorum Party") and Client Name: (the "Client"). Each of Adorum Party and Client is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Adorum is engaged in the business of providing certain legal, advisory, technology, and related professional services described herein; and

WHEREAS, Client desires to retain Adorum to provide such services on the terms and conditions set forth in this Agreement, and Adorum is willing to provide such services subject to those terms and conditions.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the professional services, deliverables, and any related consultancy to be provided by Adorum to Client as described in Section 2 and in the Statement of Work entered into under this Agreement.

1.2 "Confidential Information" means information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business, technical, financial, and legal information, trade secrets, and client data.

2. SCOPE OF SERVICES

2.1 Adorum will perform the Services described in the Statement of Work attached or incorporated by reference. The Parties agree that each Statement of Work shall (a) describe the Services and deliverables in reasonable detail, (b) set the schedule and milestones, and (c) specify fees, expenses, and payment terms.

3. FEES; PAYMENT

3.1 Client shall pay Adorum the fees set forth in the applicable Statement of Work. Unless otherwise specified, fees are due within days of invoice. Overdue amounts incur interest at the lesser of 1.5% per month or the maximum allowed by law.

3.2 Client shall reimburse Adorum for reasonable pre-approved out-of-pocket expenses incurred in connection with performance of the Services.

4. TERM AND TERMINATION

4.1 The term of this Agreement commences on Effective Date and continues until completion of the Services or until terminated as provided herein. The initial Term shall commence on and end on unless earlier terminated.

4.2 Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice. Upon termination, Client shall pay for Services performed and expenses incurred through the effective date of termination.

5. CONFIDENTIALITY

5.1 Each Party shall (a) protect the other's Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care, (b) use Confidential Information only to perform obligations under this Agreement, and (c) not disclose Confidential Information to third parties except as permitted herein.

5.2 Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Agreement, already in a Party's possession without obligation of confidentiality, rightfully obtained from a third party, or independently developed without use of the other Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Except for the limited rights expressly granted herein, each Party retains all right, title and interest in and to its pre-existing intellectual property. Adorum retains ownership of its methodologies, processes, tools, templates, and other pre-existing materials.

6.2 Subject to full payment of all amounts due, Adorum assigns to Client all right, title and interest in and to any Work Product specifically developed for Client and expressly identified in a Statement of Work. Adorum shall retain the right to use anonymized, non-confidential excerpts of Work Product for its internal business purposes and portfolio, provided no Client Confidential Information is disclosed.

7. REPRESENTATIONS; WARRANTIES

7.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance of this Agreement will not violate any applicable law or agreement.

7.2 Adorum warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Client shall indemnify, defend, and hold harmless Adorum and its affiliates, officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Client's breach of this Agreement, Client Materials, or Client's use of the Services.

8.2 Adorum shall indemnify Client for claims that Adorum's delivered Work Product, as delivered under a Statement of Work, infringes a third party's valid intellectual property rights, provided Client gives prompt written notice and reasonable cooperation; Adorum's indemnity obligation will not apply to claims arising from Client modifications or Client-provided materials.

9. LIMITATION OF LIABILITY

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO ADORUM UNDER THE APPLICABLE STATEMENT OF WORK DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INSURANCE

Each Party shall maintain commercially reasonable insurance in connection with its obligations under this Agreement. Upon request, a Party shall provide a certificate of insurance evidencing coverage; such request shall not be unreasonably withheld.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice hereunder. Notices are effective on receipt.

12. AMENDMENT; WAIVER

12.1 No amendment, modification or supplement to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

12.2 The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

14. ENTIRE AGREEMENT

This Agreement, together with any Statements of Work and attachments, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, communications and understandings, whether written or oral.

15. SEVERABILITY

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

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means, including by scanned copy or electronic signature platform, shall be binding.

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