Legal Data Preservation Agreement

LEGAL DATA PRESERVATION AGREEMENT

This Legal Data Preservation Agreement ("Agreement") is made and entered into as of Effective Date: by and between Requesting Party: (Entity Type: Individual Corporation LLC Partnership Other ), with principal place of business at , and Data Holder: (Entity Type: Individual Corporation LLC Partnership Other ), with principal place of business at . Requesting Party and Data Holder are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Requesting Party asserts a legitimate need to preserve certain electronically stored information and other records reasonably likely to be relevant to actual or anticipated litigation, regulatory inquiry, audit, or investigation identified as: ; and

WHEREAS, Data Holder maintains custody, control or access to systems, devices, accounts, backup media or other repositories that may contain material responsive to the foregoing matter and has the ability to implement forensically sound preservation measures for such materials; and

WHEREAS, the Parties wish to set forth their respective obligations, processes, and costs associated with the preservation, handling, and production of preserved materials.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "Preserved Data" means all electronically stored information ("ESI") and non-electronic records identified in the scope of preservation, including but not limited to emails, documents, databases, application data, system logs, mobile device data, backup sets, snapshots, virtual machines, attachments, and associated metadata.

1.2 "Forensic Image" means a forensically sound, bit-for-bit copy of media performed using industry standard tools and write-protected hardware to preserve integrity and evidentiary value.

2. SCOPE OF PRESERVATION

2.1 Data Holder shall preserve all Preserved Data in its custody, possession or control that is reasonably likely to contain responsive information to the matter identified above. Preservation shall include suspension of deletion, alteration, overwriting, and routine disposal policies with respect to such data until the Parties agree otherwise or a court orders release.

2.2 Preserve the following categories (check all that apply): Email (user mailboxes) Document repositories (file servers, cloud storage) Backups and snapshots Mobile devices System and application logs

2.3 Preservation Period: Data Holder will maintain preserved materials until unless otherwise agreed or ordered by a court.

3. LEGAL HOLD NOTICE & ACKNOWLEDGEMENT

3.1 Requesting Party may deliver a Legal Hold Notice to Data Holder specifying the scope of preservation. Delivery may be made in writing to the addresses set forth in Section 10. Upon receipt, Data Holder shall promptly implement the preservation measures described herein.

3.2 Data Holder shall cause reasonable internal notices to be issued to custodians and administrators and shall obtain written acknowledgement of receipt of the Legal Hold Notice within days of notice.

4. ACCESS, REVIEW, AND PRODUCTION

4.1 Data Holder will preserve materials in a manner that permits subsequent review and, if ordered or agreed, production in a reasonably usable, reasonably accessible format. Unless otherwise agreed, production shall include native files where practicable with associated metadata.

4.2 Requesting Party's access to preserved materials shall be subject to reasonable security, confidentiality, and chain of custody controls. Any on-site review shall be scheduled at mutually agreeable times and limited to specified custodians or systems.

5. CHAIN OF CUSTODY AND FORENSIC PROCEDURES

5.1 Forensic images shall be created using write-protected hardware and industry-recognized tools. Data Holder shall record an inventory of devices imaged, the date and time of imaging, operator, tool used, and SHA-256 or other mutually agreed hashing algorithm for each image to establish integrity.

5.2 Any transfer of preserved materials shall be accompanied by a chain of custody log documenting custody, transfer points, and verification of integrity via hash values.

6. CONFIDENTIALITY AND PRIVILEGE

6.1 Preserved Data and all materials produced pursuant to this Agreement shall be treated as confidential and used solely for the purpose(s) of the identified matter, subject to any protective order entered by the tribunal or mutually executed confidentiality agreement.

6.2 Nothing in this Agreement shall constitute a waiver of any applicable privilege or protection. Where Privileged Information is identified after preservation or production, the producing Party shall promptly notify the other Party and follow established clawback procedures.

7. COSTS, FEES, AND EXPENSES

7.1 Unless otherwise agreed in writing, Requesting Party shall bear the reasonable, documented costs of preservation, imaging, collection, processing, and production. Data Holder shall provide an itemized estimate upon request and shall obtain Requesting Party's consent prior to incurring fees exceeding .

7.2 Payment Terms: Requesting Party shall remit payment within days of receipt of invoice unless otherwise agreed in writing.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, damages, liabilities and reasonable costs (including reasonable attorneys' fees) arising from the indemnifying Party's breach of this Agreement, negligent acts or willful misconduct.

8.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES.

9. REMEDIES

9.1 The Parties acknowledge that a breach of this Agreement may cause immediate and irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other remedies at law or in equity, either Party may seek injunctive relief to enforce compliance with preservation obligations.

10. NOTICES

10.1 All notices required or permitted by this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier, and shall be deemed given upon receipt.

11. MISCELLANEOUS

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

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remainder of the Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

11.4 Amendments. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties.

11.5 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise of any right preclude any further exercise of that or any other right.

11.6 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. Electronic or facsimile signatures shall be binding as originals.

NOTIFICATION LOG / SPECIAL INSTRUCTIONS

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