Legal Cloud Solution Contract

LEGAL CLOUD SOLUTION CONTRACT

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

RECITALS

WHEREAS, Provider develops and operates a hosted cloud-based legal practice management and document automation platform and ancillary services designed to support legal practices and in-house counsel (the "Services"); and

WHEREAS, Client desires to obtain access to the Services and Provider is willing to provide access and related support under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the operation, use, protection, and payment for the Services.

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

1. DEFINITIONS

1.1 "Services" means the cloud-hosted software, Documentation, APIs, and related support described in Section 2 and in any statement of work or order form executed under this Agreement. "Documentation" means Provider's user manuals, technical manuals and guides made available to Client. "Client Data" means all data, documents and materials uploaded or submitted by Client to the Services. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential.

2. SERVICES; DELIVERABLES

2.1 Provision of Services. Provider shall provide Client with access to the Services described in the Service Description below and shall use commercially reasonable efforts to make the Services available in accordance with any service levels set forth in Section 12.

3. LICENSE GRANT; RESTRICTIONS

3.1 License Grant. Subject to Client's compliance with this Agreement and payment of fees, Provider grants Client a limited, non-exclusive, non-transferable right to access and use the Services and Documentation for Client's internal business purposes during the Term. Provider retains all rights not expressly granted.

3.2 Restrictions. Client will not (a) sublicense, distribute, sell or resell the Services; (b) copy, modify or create derivative works of the Services or Documentation; (c) reverse engineer the Services except to the extent permitted by applicable law; or (d) use the Services to provide services to third parties other than Client's affiliates, unless expressly authorized in writing.

4. FEES, INVOICING AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the applicable order form. Unless otherwise stated, fees are invoiced in advance and are non-refundable.

4.2 Payment Terms. Unless otherwise agreed in writing, all undisputed invoices are due within thirty (30) days of the invoice date. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for taxes payable with respect to the Services, excluding taxes based on Provider's net income.

5. TERM; TERMINATION

5.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for months (the "Initial Term").

5.2 Renewal. This Agreement shall automatically renew for successive renewal terms equal to the Initial Term unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

5.3 Termination for Cause. Either party may terminate this Agreement upon material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall be without prejudice to any other remedies available at law or in equity.

6. DATA PROTECTION; SECURITY

6.1 Client Data. Client retains all right, title and interest in and to Client Data. Provider shall process Client Data only on Client's instructions and in accordance with applicable law.

6.2 Security. Provider will implement and maintain administrative, physical and technical safeguards appropriate to the risks presented by the processing of Client Data. Provider shall notify Client without undue delay and, in any event, within hours after becoming aware of a confirmed security breach affecting Client Data.

7. CONFIDENTIALITY

7.1 Confidentiality Obligations. Each party will (a) use Confidential Information only for the purposes of performing obligations under this Agreement; (b) disclose Confidential Information only to its employees and contractors who need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information.

7.2 Exclusions. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, was known to receiving party prior to disclosure, is rightfully received from a third party without restriction, or is independently developed without use of confidential materials.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Provider retains all right, title and interest in and to the Services, Documentation, and Provider's pre-existing technology. Client retains all right, title and interest in Client Data and any Client-developed materials.

8.2 Feedback. If Client provides feedback relating to the Services, Client grants Provider a perpetual, irrevocable, royalty-free, transferable license to use and incorporate such feedback into the Services.

9. WARRANTIES; DISCLAIMERS

9.1 Mutual Warranties. Each party represents that it has authority to enter into this Agreement. Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards.

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

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR , whichever is greater.

11. INDEMNIFICATION

11.1 Provider Indemnity. Provider shall defend, indemnify and hold Client harmless from any third-party claim alleging that the Services, as provided by Provider and used in accordance with Documentation and this Agreement, infringe a United States patent, copyright, or trade secret, and shall pay damages finally awarded against Client or agreed in settlement.

11.2 Client Indemnity. Client shall defend, indemnify and hold Provider harmless from any third-party claim arising from Client Data, Client's use of the Services in violation of this Agreement, or Client's professional activities.

12. SERVICE LEVELS; SUPPORT

12.1 Service Levels. Provider will use commercially reasonable efforts to achieve an uptime commitment of % per calendar month, subject to scheduled maintenance and exclusions for events outside Provider's control.

12.2 Support. Provider will provide support in accordance with the support levels described in the Documentation or an applicable order form. Support response targets: Critical issues within hours.

13. AUDIT; COMPLIANCE

13.1 Audit Rights. Upon reasonable prior notice and subject to confidentiality protections, Provider shall permit Client to audit Provider's compliance with security obligations at Client's expense and during normal business hours not more than once per 12-month period.

13.2 Compliance with Law. Each party shall comply with applicable laws and regulations in performing its obligations under this Agreement, including data protection and export-control laws.

14. NOTICES

All notices under this Agreement shall be in writing and delivered to the parties at the addresses listed below or to such other address as a party may designate by notice. Notices are effective upon receipt if delivered by hand, courier, or electronic transmission with confirmation; otherwise, five (5) business days after mailing.

15. AMENDMENT; WAIVER; SEVERABILITY

15.1 Amendment. No modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

15.2 Waiver. No failure or delay by either party to exercise any right under this Agreement will operate as a waiver of that right.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to make it enforceable.

16. GOVERNING LAW; ENTIRE AGREEMENT; COUNTERPARTS

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

16.2 Entire Agreement. This Agreement, together with any order forms and exhibits, constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior agreements and understandings.

16.3 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Electronic signatures and delivery by electronic means are binding.

MISCELLANEOUS PROVISIONS

The parties acknowledge that Provider may subcontract hosting, ancillary services, and support functions provided that Provider remains responsible for the performance of subcontractors. Any provision that by its nature should survive termination shall survive, including Sections 1, 6, 7, 8, 10, 11, and 16.

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