Legal Cloud Agreement

LEGAL CLOUD AGREEMENT

This Legal Cloud Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: , an entity of type Individual Corporation LLC with principal place of business at , and Client Name: , an entity of type Individual Corporation LLC with principal place of business at .

RECITALS

WHEREAS, Provider operates and licenses a suite of cloud-based software, infrastructure, and related services specifically configured to support law practice management, document management, timekeeping, and related legal workflows (the "Services");

WHEREAS, Client requires cloud-based legal services and related support for Client's business operations and desires to obtain access to the Services for use by its authorized users under the terms set forth in this Agreement; and

WHEREAS, Provider is willing to provide, and Client is willing to receive and pay for, the Services on the terms and subject to the conditions set forth herein.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Customer Data, business processes, pricing, and trade secrets.

1.2 "Customer Data" means all electronic data and information submitted by or for Client to the Services, including client files, case documents, and other legal material.

1.3 "Service Levels" means the availability, support, and performance commitments set forth in Section 6 of this Agreement.

2. SERVICES

2.1 Provision of Services. Provider will provide the Services described in the Service Description: Provider will use commercially reasonable efforts to make the Services available in accordance with the Service Levels.

2.2 Access. Subject to Client's compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable right to access and use the Services during the Term solely for Client's internal legal practice operations.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth below. Recurring Fee (per billing period): Currency:

3.2 Payment Terms. Unless otherwise agreed in writing, invoices are due within days of invoice date. Late payments will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3.3 Taxes. All fees are exclusive of taxes, assessments or duties imposed by any governmental authority, which shall be the responsibility of Client, other than taxes based on Provider's net income.

4. CONFIDENTIALITY

4.1 Nondisclosure Obligations. Each party shall protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Confidential Information shall be used only to perform obligations under this Agreement.

4.2 Permitted Disclosures. Confidential Information may be disclosed to a party's employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Provider may disclose Client's Confidential Information to subprocessors engaged to perform Services, subject to written agreements that impose equivalent confidentiality and security obligations.

5. DATA SECURITY, PRIVACY AND OWNERSHIP

5.1 Ownership. Client retains all right, title and interest in and to Customer Data. Provider acquires no rights in Customer Data except the limited license to host, process and transmit Customer Data to provide the Services.

5.2 Security Commitments. Provider shall maintain administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Customer Data, including encryption in transit and at rest where technically and commercially reasonable, access controls, and routine vulnerability assessment. Provider shall promptly implement security patches to materially mitigate risks to the Services.

5.3 Breach Notification. Provider will notify Client without unreasonable delay and in any event within 72 hours after Provider confirms a security breach that results in unauthorized access to Customer Data, describing the nature of the incident, the data affected, and recommended mitigations.

5.4 Data Return and Deletion. Upon expiration or termination, Provider will, at Client's election, return Customer Data in a commonly used electronic format or securely delete Customer Data within days, except as required to comply with applicable law.

6. SERVICE LEVELS

6.1 Availability. Provider will use commercially reasonable efforts to ensure Service availability of at least % measured monthly, excluding scheduled maintenance and events beyond Provider's reasonable control.

6.2 Remedies. If Provider fails to meet the Availability commitment, Client may be eligible for service credits as its sole and exclusive remedy, calculated as a percentage of monthly fees prorated to the downtime, subject to Client's timely written request and Provider's verification.

7. WARRANTIES; DISCLAIMER

7.1 Mutual Warranties. Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the execution and performance will not violate any other agreement to which it is a party.

7.2 Provider Warranty. Provider warrants that the Services will substantially conform to the written Service Description. Client's exclusive remedies for breach of this warranty shall be those set forth in Section 6.2 and, if Provider cannot cure a material failure within a reasonable period, Client may terminate for material breach under Section 11.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold Client harmless from and against any third-party claim that the Services, as provided by Provider, materially infringe a valid United States patent, copyright or trademark, provided Client gives prompt written notice and reasonable assistance. Provider's obligations do not apply to claims arising from Client Data, Client's combination of the Services with other products, or modifications made by Client.

8.2 Client Indemnity. Client shall indemnify, defend and hold Provider harmless from and against third-party claims arising from Client Data, Client's breach of this Agreement, or Client's misuse of the Services.

9. LIMITATION OF LIABILITY

9.1 CAP ON LIABILITY. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR LOSS OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. TERM AND TERMINATION

10.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months, and shall automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

10.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured 30 days after written notice specifying the nature of the breach.

11. INTELLECTUAL PROPERTY

11.1 Provider IP. Provider and its licensors retain all right, title and interest in and to the Services, software, and any derivative works, excluding Customer Data. No ownership rights are transferred to Client except for the limited license expressly granted herein.

12. AUDIT RIGHTS

12.1 Provider Audit Rights. Provider may audit Client's compliance with this Agreement upon reasonable notice and during normal business hours. Any audit that reveals a material underpayment shall entitle Provider to recover the underpayment and the cost of the audit.

13. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in its performance under this Agreement, including those governing the handling of personally identifiable information and attorney-client privilege where applicable.

14. NOTICES

Provider Notice Contact

Client Notice Contact

Notices must be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or by email to the designated notice contact provided above, and shall be deemed given when received.

15. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay by either party to exercise any right hereunder shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original.

16. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. This Agreement, together with any exhibits, order forms and attachments executed hereunder, constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter hereof.

17. MISCELLANEOUS

The parties are independent contractors. Neither party shall have authority to bind the other except as expressly provided in this Agreement. Titles and captions are for convenience only and shall not affect interpretation.

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