Legal Citations Agreement

LEGAL CITATIONS AGREEMENT

This Legal Citations Agreement (the Agreement) is entered into as of by and between Client Name: with principal place of business at ("Client"), and Provider Name: with principal place of business at ("Provider").

RECITALS

WHEREAS, Client requires professional citation research, verification, formatting, correction and updating services for legal documents, briefs, memoranda, and other materials that reference legal authorities (the Citation Services); and

WHEREAS, Provider represents that it possesses the skill, experience and resources necessary to perform Citation Services in accordance with applicable citation standards and the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights, duties and remedies with respect to the provision and use of citation materials and deliverables.

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

1. DEFINITIONS

"Citation Materials" means citations, pinpoint references, parallel citations, statutory references, and short-form signals provided to or prepared by Provider in the course of performing Citation Services. "Deliverables" means the final citation sets, annotated bibliographies, citation reports, correction logs and formatted documents delivered to Client pursuant to this Agreement. "Effective Date" means the date specified in the opening paragraph of this Agreement.

2. SCOPE OF SERVICES

Provider shall perform the Citation Services described in this Section and any written task orders executed by the parties. Services shall include: (a) verification of primary authorities cited in supplied documents; (b) correction of citation format and parallel citation form; (c) identification of subsequent history where readily available; and (d) delivery of citation reports and updated citation lists in the agreed format. Citation style required:

3. DELIVERABLES; ACCEPTANCE

Provider shall deliver Deliverables in the format and within the timeframes set forth in an accompanying task order. Client shall have ten (10) calendar days following delivery to inspect and either accept or provide written notice of specific deficiencies. Acceptance shall occur upon Client's written confirmation or, if no deficiency notice is provided within the inspection period, automatically upon expiration of the inspection period. Provider will correct any accepted deficiencies at Provider's expense within a commercially reasonable time.

4. FEES AND PAYMENT

Client will pay Provider the fees set forth in each task order. Base fee or hourly rate: . Invoices shall be rendered in accordance with the billing schedule and are due within days of invoice. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive confidential or privileged information, including non-public case materials and client information. Provider agrees to maintain the confidentiality of such information and to use it only for purposes of performing the Citation Services. Provider shall implement reasonable safeguards to prevent unauthorized disclosure and shall not disclose privileged materials except as required by law or with Client's written consent. The obligations in this Section shall survive termination of this Agreement for a period of five (5) years; provided, however, that privileged client information shall remain confidential indefinitely.

6. INTELLECTUAL PROPERTY; LICENSE

Client retains ownership of materials it supplies to Provider. Subject to Client's ownership of provided source materials, Provider grants to Client a perpetual, non‑exclusive, worldwide, royalty‑free license to use, reproduce and distribute the Deliverables solely in connection with Client's legal matters. Provider retains ownership of Provider's proprietary methodologies, templates, software, databases and other pre-existing tools used to produce the Deliverables. Nothing in this Agreement transfers Provider's underlying intellectual property rights in such tools to Client.

7. WARRANTIES; DISCLAIMER

Provider warrants that Deliverables will materially conform to the agreed specifications and applicable citation standards at the time of delivery. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTY OF TITLE. Client acknowledges that citation verification is subject to the availability and accuracy of source databases and authorities and that Provider does not warrant the legal sufficiency or outcome of any matter in which the Deliverables are used.

8. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider from and against any third‑party claims arising from Client's misuse of Deliverables or Client's supplied materials. Provider shall indemnify, defend and hold harmless Client from and against claims to the extent arising from Provider's gross negligence or willful misconduct in performing the Citation Services. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement, provided that no settlement imposing liability on the indemnified party may be entered without its consent, not to be unreasonably withheld.

9. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THE APPLICABLE TASK ORDER GIVING RISE TO THE CLAIM.

10. TERM; TERMINATION

This Agreement commences on the Effective Date and continues until terminated by either party upon thirty (30) days' written notice, or immediately for material breach that remains uncured after ten (10) days' written notice. Termination shall not relieve Client of the obligation to pay for Services performed and Deliverables delivered through the effective date of termination. Upon termination, Provider shall return or destroy Client's confidential materials as directed by Client.

11. NOTICES

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

12. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The waiver of any breach shall not operate or be construed as a waiver of any other or subsequent breach.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with all task orders and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one instrument. Signatures transmitted by electronic means shall have the same force and effect as original signatures.

15. EXECUTION

The parties acknowledge that each has read this Agreement, understands it, and agrees to be bound by its terms. Authorized representatives of the parties have executed this Agreement as of the Effective Date.

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