Legal CMS Form

LEGAL CMS FORM

This Legal CMS Form (the "Agreement") is entered into as of Effective Date: by and between Client Name: , an entity organized as: Corporation LLC Other with principal place of business at ; and Provider Name: , an entity organized as: Corporation LLC Other with principal place of business at .

RECITALS

WHEREAS, Client requires a contract management and content management system ("CMS") for the intake, storage, tracking, and management of legal agreements and related metadata; and

WHEREAS, Provider represents that it possesses the personnel, systems, and technical capabilities to provide the CMS services, including secure data handling, audit logging, and role-based access controls; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will deliver, maintain, and support the CMS services to Client.

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non‑public business, technical and financial information disclosed by a party in connection with this Agreement, including but not limited to contract terms, metadata, templates, and Personal Data. Confidential Information does not include information that is demonstrably (a) known to the receiving party prior to disclosure; (b) becomes publicly available other than through breach of this Agreement; or (c) independently developed without use of the disclosing party's Confidential Information.

1.2 "Services" means the CMS provision, configuration, maintenance, support, and any associated professional services described in Section 2 and in Statements of Work executed under this Agreement.

2. SCOPE OF SERVICES

Provider shall provide the Services described in one or more Statements of Work signed by the parties. Each Statement of Work shall describe the features, deliverables, service levels, acceptance criteria, and a schedule. Provider shall perform Services in a professional and workmanlike manner consistent with prevailing industry standards.

3. TERM AND TERMINATION

3.1 Term. The initial term shall commence on Effective Date and continue for a period of months, unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach.

3.3 Termination for Insolvency. Either party may terminate this Agreement upon written notice if the other party becomes insolvent or admits inability to pay its debts as they mature.

4. CONFIDENTIALITY

4.1 Non‑Disclosure. Each party shall (a) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own Confidential Information, but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to those employees, contractors or advisors who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement.

4.2 Return or Destruction. Upon termination or at the disclosing party's request, the receiving party shall promptly return or irretrievably destroy Confidential Information, except that Provider may retain archived copies as required for legal or regulatory compliance, subject to confidentiality obligations.

5. DATA PROTECTION

5.1 Processing. To the extent Provider processes Personal Data on behalf of Client, Provider shall process such Personal Data only on Client's documented instructions and shall implement and maintain technical and organizational measures appropriate to the risk to protect Personal Data against unauthorized or unlawful processing and accidental loss, destruction, or damage.

6. INTELLECTUAL PROPERTY

6.1 Client Materials. Client retains all right, title, and interest in and to Client Materials provided to Provider. Provider is granted a non‑exclusive, limited license to use Client Materials solely to perform the Services.

6.2 Provider Materials. Provider retains ownership of Provider's pre‑existing tools, software, know‑how, and any general skills and experience. To the extent Provider incorporates Provider Materials into deliverables, Provider grants Client a non‑exclusive, non‑transferable license to use those Provider Materials solely for Client's internal use of the deliverables.

7. FEES AND PAYMENT

7.1 Fees. Client shall pay Provider the fees set forth in the applicable Statement of Work. Unless otherwise agreed, all fees are due within thirty (30) days of invoice.

8. REPRESENTATIONS AND WARRANTIES

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

8.2 Provider Warranty. Provider warrants that the Services will materially conform to the specifications in the applicable Statement of Work and that it will perform the Services with reasonable skill and care. Client's sole and exclusive remedy for breach of this warranty will be re-performance of the Services or, if Provider cannot cure the nonconformity within a reasonable time, a refund of fees attributable to the nonconforming Services.

9. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client from and against any third‑party claims arising from Provider's gross negligence, willful misconduct, or material breach of its obligations under this Agreement. Client shall promptly notify Provider in writing of any claim and cooperate in the defense.

10. LIMITATION OF LIABILITY

Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability under this Agreement shall be limited to the greater of (a) the fees paid by Client to Provider in the twelve (12) months preceding the claim, or (b) .

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, nationally recognized courier, or hand delivery, and shall be effective upon receipt.

12. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. A failure or delay to exercise any remedy shall not constitute a waiver of that remedy.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws chosen by the parties: Governing Law State: , without regard to conflict of laws principles.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, including all Statements of Work and exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings.

14. MISCELLANEOUS

14.1 Counterparts. 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 shall be valid and binding.

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