Legal Cloud Contract

LEGAL CLOUD CONTRACT

This Legal Cloud Contract (the "Agreement") is entered into as of by and between Provider Name: , a Corporation LLC Other, organized under the laws of with its principal place of business at (hereinafter "Provider"), and Client Name: , a Corporation LLC Other, organized under the laws of with its principal place of business at (hereinafter "Client").

Recitals

WHEREAS, Provider operates cloud-based computing, storage and application services and provides technical, administrative and security services necessary to host, operate and maintain cloud-hosted solutions; and

WHEREAS, Client desires to engage Provider to deliver the cloud services described in this Agreement, and Provider desires to provide such services on the terms and conditions set forth herein; and

WHEREAS, the parties intend that Provider will process Client data in accordance with the security, confidentiality and data protection obligations set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Definitions

1.1 "Services" means the cloud hosting, application management, maintenance, support and related services to be performed by Provider as detailed in the Service Description below.
1.2 "Service Description" means the specification of features, service levels and deliverables as set forth in Section 2 and the Service Schedule incorporated herein.
1.3 "Confidential Information" means all non-public business or technical information disclosed by a party in connection with this Agreement, including Client data, system configurations, trade secrets, and pricing information.

2. Services

2.1 Provider shall provide the Services described in the Service Description. The parties agree that the Service Description is:

2.2 Provider shall use commercially reasonable efforts to meet the service levels set forth in the Service Description. Provider may engage subcontractors provided Provider remains responsible for their performance under this Agreement.

3. Term and Termination

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for months, unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement upon days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party breaches a material provision and fails to cure within thirty (30) days after receipt of written notice.

4. Fees and Payment

4.1 Fees. Client shall pay Provider the fees set forth in the payment schedule. Initial monthly fee: $.

4.2 Payment Terms. Invoices are due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Confidentiality

5.1 Each party shall maintain the other's Confidential Information in strict confidence and shall not disclose or use such Confidential Information except as necessary to perform its obligations under this Agreement. Confidential Information shall not include information that is publicly known through no fault of the receiving party.

5.2 The receiving party shall implement administrative, technical and physical safeguards at least as protective as those used to protect its own similar information and in accordance with industry standards to prevent unauthorized access, disclosure or use.

6. Data Security and Privacy

6.1 Provider shall maintain technical and organizational measures appropriate to the nature of the data processed to protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. Provider will notify Client without undue delay upon becoming aware of any security breach affecting Client data.

7. Intellectual Property

7.1 Ownership. Client retains all right, title and interest in and to Client data and any intellectual property rights therein. Provider retains all right, title and interest in and to Provider's platform, software, tools and methodologies used to deliver the Services.

7.2 License. Subject to Client's payment of fees and compliance with this Agreement, Provider grants Client a limited, non-exclusive, non-transferable license to access and use the Services during the term for Client's internal business purposes.

8. Warranties; Disclaimers

8.1 Mutual Warranties. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Provider Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY.

9. Limitation of Liability

9.1 EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Indemnification

10.1 Provider Indemnity. Provider shall indemnify, defend and hold Client harmless from and against any third-party claims arising from Provider's gross negligence or willful misconduct in the performance of the Services.

10.2 Client Indemnity. Client shall indemnify, defend and hold Provider harmless from and against claims arising from Client's negligence, breach of this Agreement, or Client data that infringes a third party's intellectual property rights.

11. Notices

11.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice to the other in accordance with this Section. Notices shall be deemed given when delivered in person, by confirmed email transmission, or three (3) business days after deposit in certified mail, return receipt requested.

12. Amendments; Waiver

12.1 No amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver shall be effective unless in writing and signed by the party granting the waiver.

13. Severability

13.1 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to effectuate the parties' intent.

14. Governing Law

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

15. Counterparts; Entire Agreement

15.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic signatures and transmitted counterparts shall be binding.
15.2 This Agreement, including all schedules 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, whether written or oral.

16. Miscellaneous

16.1 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or agency relationship.
16.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a merger or sale of all or substantially all its assets.

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