Legal Builder Plus Agreement

Legal Builder Plus Agreement

This Legal Builder Plus Agreement ("Agreement") is made as of Day: Month: Year: , by and between Service Provider Name: , Entity Type: , Principal Place of Business: , and Client Name: , Entity Type: , Principal Place of Business: .

Recitals

WHEREAS, Service Provider operates an online subscription platform and related services for preparing, generating and delivering legal forms and document templates and provides ancillary tools and support (collectively, the "Platform"); and

WHEREAS, Client desires to obtain a subscription to certain functionality and services offered through the Platform under the terms set forth in this Agreement; and

WHEREAS, Service Provider is willing to provide such access and services to Client, and Client is willing to accept and pay for such access and services, on the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

1. Definitions

In this Agreement the following capitalized terms have the meanings set out below:

"Services" means the subscription access, document generation tools, templates, integrations, support and ancillary services provided by Service Provider under this Agreement.

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party in any form that is either designated as confidential or that by its nature would reasonably be considered confidential.

"Effective Date" means the date set forth in the opening paragraph of this Agreement.

2. Services and License

2.1 Provision of Services. Subject to Client's payment of fees and compliance with this Agreement, Service Provider will provide the Services described in the Subscription Plan selected by Client and documented in the Client's account records.

2.2 License Grant. Service Provider grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for Client's internal business purposes during the Term, in accordance with this Agreement and the Documentation.

2.3 Restrictions. Client will not: (a) copy, modify or create derivative works of the Platform; (b) reverse engineer, decompile or attempt to derive the source code; (c) sublicense or resell the Platform; or (d) use the Platform to provide services to third parties except as expressly permitted in this Agreement.

3. Fees and Payment

3.1 Subscription Fees. Client will pay Service Provider the subscription fees in consideration for the Services. Subscription Fee Amount: Currency: Billing Cycle: .

3.2 Payment Terms. Fees are due within thirty (30) days of invoice or as otherwise specified in Client's account. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law and may be collected by Service Provider, including any costs of collection and reasonable attorneys' fees.

3.3 Taxes. All fees are exclusive of taxes. Client shall be responsible for all sales, use, value-added and other taxes associated with the Services, excluding taxes based on Service Provider's net income.

4. Term and Termination

4.1 Term. The initial term of this Agreement commences on the Effective Date and continues for Initial Term (in months): (the "Initial Term"). Thereafter the Agreement will automatically renew for successive renewal periods equal to the Initial Term unless either party provides written notice of non-renewal at least Renewal Notice Days: days prior to the end of the then-current term.

4.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within the Cure Period (days): days after receipt of notice.

4.3 Effect of Termination. Upon termination of this Agreement for any reason, Client shall immediately cease using the Services. Termination does not relieve Client of its obligation to pay any fees accrued prior to termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and any other provisions which by their nature survive termination shall survive.

5. Confidentiality

5.1 Confidentiality Obligations. Each receiving party will (a) hold Confidential Information in confidence using at least the same standard of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information only to perform its obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information except to its employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein.

5.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and, when lawful and practicable, the opportunity to obtain a protective order.

6. Intellectual Property

6.1 Ownership. Service Provider retains all right, title and interest in and to the Platform, Service Provider's software, technology, know-how, Documentation and any improvements or modifications thereto. Client retains all right, title and interest in and to Client Data submitted to the Platform.

6.2 Deliverables and Generated Documents. Subject to Client's payment of fees, Service Provider grants Client a perpetual, non-exclusive license to use documents and deliverables generated through the Platform solely for Client's internal or authorized commercial purposes. Service Provider may retain copies of generated documents for archive, security and support purposes.

6.3 De-identified Data. Client consents to Service Provider's collection and use of aggregated, de-identified usage metrics for product improvement and analytics unless Client indicates otherwise: De-identified Data Opt-Out: (check to opt out).

7. Warranties; Disclaimers

7.1 Limited Warranty. Service Provider warrants that it will provide the Services in a professional manner consistent with industry standards. For any breach of this warranty, Client's exclusive remedy and Service Provider's entire liability will be to use commercially reasonable efforts to re-perform the non-conforming Services.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE PLATFORM IS NOT A SUBSTITUTE FOR LEGAL ADVICE; CLIENT IS SOLELY RESPONSIBLE FOR THE USE OF GENERATED DOCUMENTS AND FOR VERIFYING THAT SUCH DOCUMENTS SATISFY ALL APPLICABLE LAWS AND REGULATIONS.

8. Indemnification

8.1 By Service Provider. Service Provider will indemnify, defend and hold harmless Client from and against any third-party claim alleging that the Platform infringes a third party's issued patent, registered copyright or registered trademark, provided Service Provider is given prompt notice, control of the defense and all related settlement authority and reasonable assistance.

8.2 By Client. Client will indemnify, defend and hold harmless Service Provider from and against any claim arising from Client Data, Client's use of the Services in violation of this Agreement, or Client's unauthorized provision of the generated documents to third parties.

9. Limitation of Liability

9.1 Exclusion of Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING LOST PROFITS OR LOSS OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF SECTION 5 (CONFIDENTIALITY) OR SECTION 6 (INTELLECTUAL PROPERTY), EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. Liability Cap Override Amount: .

10. Data Protection and Security

10.1 Security Measures. Service Provider will maintain administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Client Data. Describe required security practices or special measures here:

10.2 Data Breach Notification. Service Provider will notify Client without undue delay upon becoming aware of a confirmed security incident affecting Client Data and will cooperate with Client to investigate and remediate the incident.

11. Notices

11.1 Method. All notices required or permitted under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or by email to the addresses set forth below. Notice is effective upon receipt.

12. Amendments; Waiver

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

12.2 Waiver. No failure or delay by either party in exercising any right will operate as a waiver of that right, and a waiver in one instance will not constitute a waiver in any other instance.

13. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the Jurisdiction: , without regard to its conflict of law principles.

14. Entire Agreement; Severability; Counterparts

14.1 Entire Agreement. This Agreement, together with any exhibits or order forms executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Facsimile or electronic signatures will be admissible and treated as originals for all purposes.

15. Miscellaneous

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

15.2 Publicity. Neither party will use the other party's name, logo or trademarks for promotional purposes without the other party's prior written consent, except that Service Provider may list Client as a customer in general marketing materials unless Client opts out by checking: .

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