Legal C2me Agreement

LEGAL C2ME AGREEMENT

This Legal C2me Agreement ("Agreement") is made as of the Effective Date: by and between Provider Name: , an entity organized as , with principal place of business at ; and Client Name: , with principal place of business at .

RECITALS

WHEREAS, Provider develops and operates the C2me platform and related services designed to facilitate secure communications and data exchange (the "Platform"); and

WHEREAS, Client desires to engage Provider to provide access to and support for the Platform and Provider is willing to provide such access and related services under the terms set forth in this Agreement; and

WHEREAS, the parties intend to define their rights and obligations with respect to Services, fees, confidentiality, data security, and intellectual property ownership.

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

1. DEFINITIONS

In this Agreement, the following terms have the meanings set forth below: "Services" means the access, support, configuration, and other professional services described in Exhibit A (Services Description). "Confidential Information" means nonpublic information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential. "Effective Date" means the date set forth above.

2. SERVICES

Provider shall provide the Services described above in accordance with the Service Levels and performance standards set forth in this Agreement. Provider shall use commercially reasonable efforts to maintain the Platform and to provide technical support in accordance with agreed response times. Client shall cooperate with Provider and supply necessary access, data, and personnel as reasonably requested.

3. TERM

The initial term of this Agreement shall commence on and continue until unless earlier terminated in accordance with Section 11. Thereafter the Agreement shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least 60 days prior to the then-current term end.

4. FEES AND PAYMENT

All fees are due within 30 days of invoice unless otherwise specified. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for all taxes arising from the transactions under this Agreement, excluding taxes on Provider's net income.

5. CONFIDENTIALITY

Each party shall protect Confidential Information of the other party with the same standard of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information may only be used to perform obligations under this Agreement and shall not be disclosed to third parties except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations in this Section do not apply to information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to seek confidential treatment.

6. DATA PROTECTION AND SECURITY

Provider shall maintain administrative, physical and technical safeguards appropriate to the nature of the Client Data to protect against unauthorized access, disclosure, alteration, or destruction. Provider shall promptly notify Client upon discovery of any security incident affecting Client Data and take commercially reasonable steps to mitigate and remediate such incident.

7. INTELLECTUAL PROPERTY

Provider retains all right, title, and interest in and to the Platform, Provider's software, documentation, and any Provider-developed technologies, improvements, and modifications. Client is granted a non-exclusive, non-transferable, revocable license to use the Platform and Provider Materials solely for Client's internal business purposes during the Term, subject to Client's compliance with this Agreement.

Client retains all right, title and interest in and to Client Data. Provider shall have the limited right to use Client Data solely to provide the Services and only in accordance with the Agreement.

8. WARRANTIES; DISCLAIMER

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's exclusive remedy for breach of this warranty shall be re-performance of the deficient Services or, if Provider fails to cure, a refund of fees paid for the deficient Services.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend, and hold harmless the other party (Indemnitee) and its officers, directors, employees and agents from and against all third-party claims, liabilities, losses and expenses arising from Indemnitor's breach of this Agreement, violation of applicable law, or negligence. The Indemnitee shall promptly notify the Indemnitor of any claim and cooperate in the defense. Indemnitor shall have sole control of the defense and settlement of any claim, provided that it may not settle a claim that imposes liability or obligations on the Indemnitee without Indemnitee's prior written consent, not to be unreasonably withheld.

11. TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within 30 days after written notice specifying the breach. Either party may terminate immediately for insolvency, bankruptcy, or cessation of business by the other party. Upon termination, Client shall pay all accrued fees and Provider shall, upon receipt of payment, provide Client with a copy of Client Data in a commonly used format.

12. NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses below or such other address as a party may designate by notice.

13. AMENDMENTS AND WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by either party to exercise any right shall not constitute a waiver of that right.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the specified jurisdiction for disputes arising out of or relating to this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all exhibits and any written statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and representations. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be reformed to the maximum extent permissible and the remaining provisions will remain in full force and effect.

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 instrument. Signatures transmitted electronically shall be deemed original signatures for all purposes.

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