Legal App Agreement

LEGAL APP AGREEMENT

This Legal App Agreement ("Agreement") is made and entered into as of by and between App Provider: (hereafter "Provider"), and Client: (hereafter "Client").

Provider Entity Type: Individual Corporation LLC Other    Client Entity Type: Individual Corporation LLC Other

RECITALS

WHEREAS, Provider has developed and owns rights in a software application and associated services designed to provide legal forms, document automation, and related legal workflow tools (collectively, the "Platform"); and

WHEREAS, Client desires to obtain from Provider, and Provider desires to grant to Client, a limited license to access and use the Platform subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the mutual rights and obligations of the parties with respect to the Platform and related services.

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

1. DEFINITIONS

1.1 "Confidential Information" means nonpublic information disclosed by one party to the other, including trade secrets, business and pricing information, customer lists, source code, and any information identified as confidential at the time of disclosure. Confidential Information does not include information that is or becomes publicly available other than through breach of this Agreement or independently developed by the receiving party without reference to the disclosing party's Confidential Information.

1.2 "Documentation" means Provider's user guides, technical manuals, and other documentation made available to Client that describe the Platform's functionality and use.

2. LICENSE GRANT

2.1 Subject to the terms and conditions of this Agreement and payment of applicable fees, Provider hereby grants to Client a non-exclusive, non-transferable, non-sublicensable license to access and use the Platform and Documentation during the Term solely for Client's internal business purposes by authorized users.

2.2 Client shall not (a) permit third parties to access the Platform except as expressly permitted herein; (b) reverse engineer, decompile, or disassemble the Platform; (c) modify, create derivative works of, or attempt to copy the structural design or underlying algorithms of the Platform; or (d) remove any proprietary notices.

3. SCOPE OF USE AND RESTRICTIONS

3.1 Permitted Users: Client shall ensure that only authorized users within Client's organization access the Platform. Number of authorized users or seats:

3.2 Territory: The license granted under this Agreement is limited to use within: .

4. FEES AND PAYMENT

4.1 Fees: Client shall pay Provider the fees set forth in this Section. Initial fee: $. Recurring fee: $ per .

4.2 Payment Terms: Invoices are due and payable within days of invoice date. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. MAINTENANCE AND SUPPORT

5.1 Support Services: Provider will use commercially reasonable efforts to provide technical support and maintenance in accordance with the selected service level: Standard Premium Additional charges for premium support: $.

5.2 Scheduled Maintenance: Provider may perform scheduled maintenance; Provider will use reasonable efforts to provide advance notice of downtime where practicable.

6. CONFIDENTIALITY

6.1 Each party agrees to maintain the other's Confidential Information in strict confidence and not disclose such information to any third party except to employees, agents, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

6.2 The receiving party shall implement reasonable administrative, physical and technical safeguards designed to protect Confidential Information from unauthorized access, use or disclosure.

7. DATA SECURITY AND PRIVACY

7.1 Provider will implement and maintain commercially reasonable security measures appropriate to the nature of the Platform and Client Data. Provider shall notify Client of any unauthorized access to Client Data promptly and in no event later than hours after discovery.

7.2 Client retains all ownership rights in Client Data. Provider's use of Client Data shall be limited to providing the Platform and performing its obligations under this Agreement.

8. INTELLECTUAL PROPERTY

8.1 Provider retains all right, title and interest in and to the Platform, Documentation, and all intellectual property rights therein. Client acquires no ownership rights to the Platform by virtue of this Agreement.

8.2 Client grants Provider a non-exclusive, limited license to use Client's trademarks and logos solely as necessary to perform Provider's obligations under this Agreement.

9. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

9.1 Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement. Client represents that it has the right to provide any Client Data supplied to Provider.

9.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. LIMITATION OF LIABILITY

10.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 SUBJECT TO THE FOREGOING, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INDEMNIFICATION

11.1 Provider Indemnity: Provider shall indemnify and defend Client from and against any third-party claim alleging that the Platform, as provided by Provider and used in accordance with this Agreement, infringes a valid copyright, trademark, or issued patent, provided that Client promptly notifies Provider in writing of the claim, cooperates in the defense, and allows Provider sole control of the defense and settlement. Provider's obligations do not apply to infringements arising from Client Data, third-party products, or modifications made by Client.

11.2 Client Indemnity: Client shall indemnify and defend Provider from and against any third-party claim arising from Client's use of the Platform in violation of this Agreement or arising from Client Data.

12. TERM AND TERMINATION

12.1 Term: The term of this Agreement shall commence on the Effective Date and continue for a period of (the "Term"), unless earlier terminated as provided herein.

12.2 Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after written notice of such breach.

12.3 Effect of Termination: Upon termination, Client shall cease all use of the Platform, and Provider shall disable Client's access. Termination shall not relieve Client of its obligation to pay fees accrued prior to termination.

13. NOTICES

Notices shall be in writing and delivered by courier, certified mail (return receipt requested), or email with confirmation to the addresses provided above and shall be effective upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 All amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any term shall be effective unless in writing and signed by the waiving party.

14.2 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. Electronic or facsimile signatures shall be binding and enforceable.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 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.

15.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

15.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

16.1 Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

16.2 Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship between the parties.

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