Legal Contract Tags

LEGAL CONTRACT TAGS AGREEMENT

This Legal Contract Tags Agreement ("Agreement") is made as of Effective Date: between Client Name: whose address is , and Provider Name: whose address is .

RECITALS

WHEREAS, Provider develops, maintains, and licenses structured metadata taxonomies, tag schemas, and related tagging mechanisms designed to identify, classify, and track contractual provisions and legal attributes (collectively, "Contract Tags"); and

WHEREAS, Client desires to engage Provider to apply, configure, and support Contract Tags to Client's contract documents and systems in accordance with the terms set forth herein; and

WHEREAS, Provider is willing to provide such services subject to the terms and conditions of this Agreement.

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

1. DEFINITIONS

1.1 "Contract Tags" means the metadata elements, taxonomies, tag definitions, classification rules, and associated mapping logic provided or licensed by Provider for application to Client contracts and related documents.

1.2 "Deliverables" means the tangible outputs described in Section 3, including applied tags, tag libraries, configuration files, and documentation.

2. SCOPE OF SERVICES

Provider shall perform the services described in the Scope of Services below and in any Statement of Work executed by the parties. Provider will apply Contract Tags to the documents and systems identified by Client, provide tag maintenance and updates, and supply documentation and training as set forth in this Agreement.

3. DELIVERABLES AND ACCEPTANCE

3.1 Provider will deliver the Deliverables described in the Scope of Services. Each Deliverable shall be subject to Client acceptance testing consistent with the acceptance criteria set forth in the applicable Statement of Work. Client shall provide written acceptance or reasonably detailed rejection within fourteen (14) days after delivery, specifying nonconformities. Failure to provide notice within such period constitutes acceptance.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth in the applicable Statement of Work. Unless otherwise agreed, fees are payable within thirty (30) days of invoice. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each party shall treat as confidential all non-public information received from the other party in connection with this Agreement. Confidential information shall not include information that (i) is or becomes public through no breach by the receiving party, (ii) was lawfully in the receiving party's possession prior to disclosure, or (iii) is independently developed without use of the disclosing party's confidential information. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care.

6. INTELLECTUAL PROPERTY; LICENSES

6.1 Provider retains all right, title, and interest in and to the Contract Tags, tag libraries, methodologies, and any modifications or improvements thereto, whether created prior to or during the Term, except for any Client Data incorporated into Deliverables.

6.2 Subject to full payment of fees and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable, non-sublicensable license to use the Contract Tags solely for Client's internal contract management and compliance purposes during the Term.

7. DATA SECURITY AND PRIVACY

Provider shall implement and maintain administrative, physical, and technical safeguards appropriate to the nature of Client Data to protect against unauthorized access, use, alteration, or destruction. Provider will promptly notify Client of any confirmed security incident materially affecting Client Data and shall cooperate in remediation and regulatory response as reasonably requested.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement. Provider further warrants that the services will be performed with reasonable skill and care in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. INDEMNIFICATION

Provider shall indemnify and hold Client harmless from and against any third-party claims alleging that the Contract Tags, as delivered hereunder, infringe any issued patent, copyright, or trademark, provided that Client promptly notifies Provider in writing of the claim, grants Provider sole control of defense and settlement, and cooperates in defense. Client shall indemnify Provider for claims arising from Client Data or Client's misuse of Deliverables.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues for the initial term specified in the Statement of Work. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice. Termination does not relieve Client of obligation to pay fees accrued through the effective date of termination.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

13. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party to exercise any right will operate as a waiver of that right unless in writing.

14. 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.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Statements of Work executed hereunder, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications relating to the subject matter hereof. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic image or electronic signature technology shall be effective as originals.

17. MISCELLANEOUS

The parties shall cooperate in good faith to effectuate the purposes of this Agreement. The headings in this Agreement are for convenience only and shall not affect interpretation.

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