Legal Agreement Management

LEGAL AGREEMENT MANAGEMENT

This Legal Agreement Management Agreement ("Agreement") is made as of Effective Date: between Client Name: , a Individual Corporation LLC with principal place of business at , and Service Provider Name: , a Individual Corporation LLC with principal place of business at .

RECITALS

WHEREAS, Client requires a centralized program for the management, review, tracking, amendment, and retention of contracts and related documents; and

WHEREAS, Provider represents that it has the experience, personnel, and systems to provide agreement lifecycle management services, compliance monitoring, and related support; and

WHEREAS, the parties desire to set forth the terms under which Provider will perform agreement management services for Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement Records" means all original and electronic agreements, amendments, exhibits, correspondence, metadata, and related materials delivered to or created by Provider in performing services under this Agreement.

1.2 "Services" means the agreement lifecycle management services described in Section 2, and any additional services agreed in writing by the parties.

2. SCOPE OF SERVICES

Provider shall perform the Services described in this Section 2, which shall include: centralized intake and indexing of Agreement Records; electronic repository and secure storage; version control and audit logging; workflow configuration for review, approval and signature; obligation management and key date tracking; and reporting as reasonably requested by Client.

3. SERVICE LEVELS AND PERFORMANCE

Provider shall perform Services in a good and workmanlike manner, consistent with industry standards for agreement management platforms and professional services. Provider shall use commercially reasonable efforts to meet agreed service levels set out in the scope. Failure to meet material service levels shall entitle Client to the remedies set forth in the Statement of Work or, if none, reasonable remedial support at Provider's expense.

4. TERM

The initial term of this Agreement shall commence on the Effective Date and continue for a period of months unless earlier terminated in accordance with Section 12. The Agreement shall automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

5. FEES AND PAYMENT

Client shall pay Provider the fees set forth in this Section 5 and any applicable Statement of Work. Fees are due within thirty (30) days of invoice unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

6. CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is (a) publicly known other than by breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information. Recipient shall use Confidential Information only to perform its obligations under this Agreement and shall protect it with at least the same degree of care as it protects its own confidential information, but in no event less than reasonable care.

The obligations in this Section shall survive termination for a period of years, except that trade secrets and attorney-client privileged materials shall remain protected for as long as they qualify under applicable law.

7. DATA SECURITY AND PRIVACY

Provider shall implement and maintain administrative, physical and technical safeguards no less protective than industry standard controls appropriate to the sensitivity of Agreement Records. Provider shall promptly notify Client of any unauthorized access, use or disclosure of Agreement Records and shall cooperate in any remediation effort. Provider shall process personal data only as directed by Client and in accordance with applicable law.

8. INTELLECTUAL PROPERTY

Except for Client-owned Agreement Records and materials, all intellectual property rights in Provider's technology, software, tools, templates, methodologies and pre-existing materials shall remain with Provider. Provider hereby grants Client a non-exclusive, non-transferable, royalty-free license to use Provider's deliverables solely for Client's internal business purposes during the term and any transition period.

9. RECORDS, AUDIT RIGHTS AND RETENTION

Provider shall maintain accurate records of its performance under this Agreement and shall retain Agreement Records in accordance with the retention schedule agreed in writing by the parties. Client shall have the right to audit Provider's relevant records and systems upon reasonable prior written notice not less than business days during normal business hours, at Client's expense, unless a material breach is suspected.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claim arising out of the indemnifying party's gross negligence, willful misconduct or breach of this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense and settlement of the claim.

11. LIMITATION OF LIABILITY

Except for liabilities arising from a party's gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property rights, neither party shall be liable to the other for indirect, incidental, special, punitive or consequential damages. The aggregate liability of each party for direct damages arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim, provided that this limitation shall not apply to liability for breach of confidentiality or indemnity obligations.

12. TERMINATION

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice. Either party may terminate for insolvency or bankruptcy upon written notice. Termination shall not relieve Client of the obligation to pay fees accrued through the effective date of termination.

13. TRANSITION ASSISTANCE

Upon expiration or termination without cause, Provider shall provide reasonable transition assistance to transfer Agreement Records and operational responsibilities to Client or a designated successor for a period of up to days and on commercially reasonable terms.

14. 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). Notices shall be deemed given on the date of delivery if delivered personally or by courier, or three (3) business days after deposit in the mail when sent by certified mail, return receipt requested.

15. AMENDMENTS; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party to exercise any right shall operate as a waiver of that right, nor shall any single or partial exercise of a right preclude further exercise of that right.

16. COUNTERPARTS

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 delivered by electronic transmission shall be binding.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. This Agreement, together with any Statements of Work and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held unenforceable, invalid or void, the remainder of this Agreement shall remain in full force and effect and such provision shall be construed to give effect to the parties' intent to the maximum extent permitted by law.

18. MISCELLANEOUS

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Except as expressly provided herein, neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

SIGNATURES

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