Legal CMS Agreement

LEGAL CMS AGREEMENT

This Legal CMS Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: and Provider Name: with principal address: .

RECITALS

WHEREAS, Client desires to obtain from Provider a software-based content management system and related services to host, manage, and publish Client content in accordance with the terms of this Agreement; and

WHEREAS, Provider represents that it has the personnel, expertise, and infrastructure necessary to provide the CMS software, hosting, support, customizations, and training described herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the license, operation, support, and maintenance of the CMS and related services.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"CMS" means Provider's content management system software, including all associated code, modules, plug-ins, interfaces, and documentation provided to Client pursuant to this Agreement.

"Services" means hosting, maintenance, support, custom development, integrations, training, and other professional services described in Section 2 and Exhibit A (Scope of Services).

2. SCOPE OF SERVICES

Provider shall deliver the Services described in the Scope of Services. The parties attach a non-exhaustive description of deliverables and responsibilities below and may further specify tasks and milestones by written Change Order.

3. LICENSE; HOSTING; THIRD-PARTY SOFTWARE

Subject to the terms of this Agreement, Provider grants Client a limited, non-exclusive, non-transferable, revocable license to use the CMS solely for Client's internal business operations during the Term. Provider retains all rights not expressly granted. Client may not sublicense, reverse engineer, decompile, or copy the CMS except as permitted by applicable law.

Hosting of Client content shall be provided on Provider's infrastructure unless otherwise agreed. Provider may use third-party software components; Provider will ensure that such components are licensed for Provider's permitted use and will notify Client of any material license restrictions affecting Client's use.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth below and in any Statement of Work. All amounts are exclusive of taxes. Unless otherwise stated, fees are due within thirty (30) days of invoice.

5. TERM AND TERMINATION

The Term of this Agreement shall commence on Effective Date and continue for Initial Term of unless earlier terminated as provided herein. Thereafter the Agreement shall renew for successive renewal terms of unless either party provides written notice of non-renewal at least prior to the end of the then-current term.

Either party may terminate this Agreement for material breach by the other party that remains uncured for thirty (30) days after written notice. Provider may suspend Services upon Client's failure to pay undisputed fees following ten (10) days' written notice.

6. CONFIDENTIALITY

Each party will hold in confidence Confidential Information of the other party and will not disclose it except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information includes non-public technical, business, and financial information, but excludes information that is or becomes publicly known through no breach by the receiving party, rightfully received from a third party, or independently developed.

7. DATA SECURITY AND PRIVACY

Provider will implement and maintain administrative, physical, and technical safeguards appropriate to the nature of Client Data and the Services. Provider will not access or use Client Data except to provide the Services or as required by law. Provider shall notify Client of any confirmed data breach affecting Client Data within of discovery and shall cooperate in remediation.

8. INTELLECTUAL PROPERTY

Client retains all right, title, and interest in Client Content and Client Data. Provider retains all right, title, and interest in Provider Technology, including pre-existing software, tools, and improvements, and any general skills or know-how. Provider grants Client a license to Provider Technology only as expressly provided in this Agreement.

For custom development work expressly agreed in writing and paid for by Client, ownership of deliverables will be as set forth in the applicable Statement of Work. If ownership is transferred, Provider shall deliver source materials and documentation and assign all right, title, and interest subject to Client's payment of all fees due.

9. WARRANTIES; DISCLAIMER

Provider warrants that it will perform Services in a professional and workmanlike manner in accordance with industry standards. Client warrants that it has the rights to use and submit Client Content to the CMS. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE CMS AND SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. INDEMNIFICATION

Provider will defend, indemnify, and hold Client harmless from and against any third-party claim that the CMS, as delivered, infringes a third party's U.S. patent, copyright, or trade secret rights, provided Client gives prompt written notice and reasonable cooperation. Client will indemnify Provider for claims arising from Client Content or Client's misuse of the Services.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, LIABILITY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED OR THE FEES PAID BY CLIENT IN THE PRECEDING TWELVE (12) MONTHS, WHICHEVER IS LESS. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email (with confirmation). Notices shall be effective upon receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing signed by authorized representatives of both parties. Failure or delay to enforce any provision shall not constitute a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If unresolved, disputes shall be resolved by the courts located in the designated jurisdiction.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Exhibits and Statements of Work, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. MISCELLANEOUS PROVISIONS

Subcontracting: Provider may subcontract performance of Services provided that Provider remains responsible for subcontractor acts and omissions. Publicity: Neither party shall issue promotional materials using the other party's name or marks without prior written consent. Force Majeure: Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control.

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