Legal Canopy Contract

LEGAL CANOPY CONTRACT

This Legal Canopy Contract ("Agreement") is made effective as of by and between Provider Name: with principal place of business at , and Client Name: with principal place of business at . Provider and Client are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider operates a legal document management and advisory platform branded as Legal Canopy and possesses experience and resources to provide legal platform services that assist clients with document creation, storage, and limited legal-adjacent support; and

WHEREAS, Client desires to engage Provider to perform the Services described in this Agreement, and Provider is willing to provide such Services under the terms and conditions set forth below.

WHEREAS, the Parties intend by this Agreement to set forth the respective rights and obligations with respect to the Services, fees, confidentiality, ownership of deliverables, and other matters.

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

1. DEFINITIONS

1.1 "Services" means the tasks, support, software access, and advisory activities to be performed by Provider as described in Section 2 and in the Scope of Services attached or entered below.

1.2 "Deliverables" means the tangible and electronic outputs produced by Provider and delivered to Client pursuant to this Agreement.

1.3 "Confidential Information" means non-public information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential under the circumstances.

2. SCOPE OF SERVICES

2.1 Provider shall provide the Services described in the Scope of Services. The Parties agree that the scope may include document drafting templates, secure storage and retrieval, limited automated legal guidance, and integration support as expressly set forth below.

3. TERM

3.1 This Agreement shall commence on the Effective Date and continue for a period of (the "Initial Term"), unless earlier terminated in accordance with Section 10. After the Initial Term, the Agreement will .

4. FEES, PAYMENT, AND EXPENSES

4.1 Client shall pay Provider the fees as set forth below. Unless otherwise agreed in writing, fees are due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4.2 All fees are exclusive of taxes. Client shall be responsible for any taxes, excluding taxes on Provider's net income.

5. CONFIDENTIALITY

5.1 Each Party shall hold the other's Confidential Information in strict confidence, using at least the same degree of care as it uses to protect its own confidential information but in no event less than reasonable care.

5.2 Confidential Information does not include information that is or becomes publicly known through no breach by the receiving Party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing Party's Confidential Information.

5.3 Upon termination or expiration of this Agreement, each Party shall, upon request, return or securely destroy the other Party's Confidential Information and certify in writing that such destruction has occurred.

6. INTELLECTUAL PROPERTY

6.1 As between the Parties, Provider retains all right, title and interest in and to Provider's pre-existing materials, software, tools, methodologies, and know-how (collectively, "Provider Materials"). Provider grants Client a non-exclusive, non-transferable license to use Deliverables for Client's internal business purposes as expressly set forth in this Agreement.

6.2 Client retains ownership of Client-provided data. To the extent any Deliverable is based substantially on Client-provided information, Provider grants Client ownership of the resulting Deliverable, subject to Provider's retained rights in Provider Materials and any third-party components.

7. WARRANTIES; DISCLAIMER

7.1 Provider warrants that the Services will be performed in a professional manner consistent with industry standards. Provider does not warrant that the Services or Deliverables will be error-free or that results will satisfy Client's particular objectives.

7.2 EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Client shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or relating to Client's use of the Deliverables, Client data, or Client's breach of this Agreement.

8.2 Provider shall indemnify Client for third-party claims to the extent caused by Provider's gross negligence or willful misconduct in the performance of the Services.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. TERMINATION

10.1 Either Party may terminate this Agreement for material breach of the other Party that remains uncured for thirty (30) days following written notice specifying the breach. Either Party may terminate for convenience upon prior written notice, subject to agreed payment obligations for Services performed through the termination date.

10.2 Upon termination, Client shall pay Provider for Services performed and non-cancellable commitments incurred through the effective date of termination. Sections concerning confidentiality, indemnification, intellectual property, limitation of liability, and payment shall survive expiration or termination.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email when receipt is acknowledged.

12. AMENDMENT; WAIVER

12.1 No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

14.1 This Agreement, together with any exhibits or schedules executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

14.2 If any provision of this Agreement is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

14.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures (including scanned signatures) shall be binding for all purposes.

MISCELLANEOUS

15.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

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

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