Legal Backup Agreement

LEGAL BACKUP AGREEMENT

This Legal Backup Agreement ("Agreement") is made as of by and between Client Name: (Client), whose principal place of business or residence is , and Backup Provider Name: (Provider), whose principal place of business or residence is .

RECITALS

WHEREAS, Client possesses certain legal files, electronic data, documents, and records (collectively, "Client Data") used in connection with Client's legal matters and business operations; and

WHEREAS, Provider maintains infrastructure, procedures and personnel to perform secure backup, storage, restoration and disposition of Client Data; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will maintain backup copies of Client Data and make such copies available to Client in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises 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 "Backup Services" means the copying, storage, maintenance, indexing and restoration services provided by Provider for Client Data as described in this Agreement.

1.2 "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including Client Data, access credentials, and any other information reasonably understood to be confidential.

2. SCOPE OF BACKUP SERVICES

2.1 Services. Provider will perform Backup Services for the categories of Client Data described below and as further specified in the backup schedule and procedures appended or described in writing by the parties.

3. DATA OWNERSHIP; ACCESS; RESTORATION

3.1 Ownership. Client retains all right, title and interest in and to Client Data. Provider acquires no ownership rights in Client Data and will not assert any lien, security interest or ownership claim against Client Data.

3.2 Access. Provider will permit access to Client Data only to authorized personnel of Client pursuant to authentication procedures agreed by the parties. Provider will maintain logs of access and restoration requests and will provide such logs to Client upon reasonable request.

4. CONFIDENTIALITY AND PRIVILEGE

4.1 Confidentiality. Provider shall hold all Client Data and Confidential Information in strict confidence, shall not disclose such information except as required by this Agreement or by law, and shall use at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care.

4.2 Attorney-Client Privilege. To the extent Client asserts attorney-client privilege or work product protection in stored Client Data, Provider shall not access, review or disclose such Data except pursuant to written authorization from Client or a lawful order directed to Provider, and Provider shall promptly notify Client if it receives any request or process seeking disclosure.

5. SECURITY; ENCRYPTION; BACKUP INTEGRITY

Provider represents that it will implement and maintain industry-standard technical and organizational safeguards to protect Client Data against unauthorized access, disclosure, alteration and destruction. Provider shall perform regular integrity checks and maintain verifiable backup logs and checksums.

6. RETENTION; DISPOSITION

Upon expiration or termination of this Agreement, Provider will, at Client's direction, either securely return all Client Data in a commonly readable format or securely destroy Client Data and certify such destruction within thirty (30) days, except as otherwise required by law or by a separate written agreement.

7. FEES; PAYMENT

Unless otherwise agreed in writing, fees are payable within thirty (30) days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

8. REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

8.1 Representations. Each party represents that it has the authority to enter into this Agreement. Client represents that it has all necessary rights to authorize Provider to store and back up the Client Data described herein.

8.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.3 Limitation of Liability. IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR FOR LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA ARISING OUT OF OR RELATED TO THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

9. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any third-party claim, liability or expense (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's negligence, or Client's violation of applicable law in connection with the Client Data.

10. TERM; TERMINATION

10.1 Term. This Agreement will commence on the date first written above and continue until terminated in accordance with this Section.

10.2 Termination for Convenience. Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party.

10.3 Effect of Termination. Termination will not affect accrued payment obligations or liabilities incurred before the effective date of termination. Sections that by their nature survive termination shall survive.

11. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after being deposited in the United States mail, postage prepaid, to the addresses set forth above or such other address designated in writing by a party.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which will be an original and all of which together will constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflict of law principles.

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

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect and the parties will negotiate in good faith a replacement provision.

14. MISCELLANEOUS PROVISIONS

14.1 Subcontracting. Provider may engage subcontractors to perform portions of the Backup Services provided that Provider remains responsible for the acts and omissions of such subcontractors and ensures subcontractor compliance with applicable terms of this Agreement.

14.2 Audit Rights. Client may, upon reasonable written notice and during normal business hours, audit Provider's compliance with the security and confidentiality obligations under this Agreement; such audit shall be conducted no more than once per calendar year unless a material breach is suspected.

SIGNATURES

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