Legal Delivery SLA Agreement

LEGAL DELIVERY SERVICE LEVEL AGREEMENT

This Legal Delivery Service Level Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , Client Entity Type: Corporation LLC Other, Client Address: ; and Provider Name: , Provider Entity Type: Corporation LLC Other, Provider Address: .

RECITALS

WHEREAS, Provider is engaged in the business of managing, executing and documenting the physical or electronic delivery of legal process, pleadings, notices and other legal documents ("Deliveries") in compliance with applicable law; and

WHEREAS, Client requires delivery services for legal documents and desires to engage Provider to perform such services subject to the service levels, reporting and remedies set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to allocate responsibilities, define performance standards and establish remedies for failure to meet agreed service levels.

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

1. DEFINITIONS

1.1 "Business Day" means any day other than a Saturday, Sunday or a day observed as a legal holiday in the state of the Client's primary address.

1.2 "Delivery" means physical or electronic transmission of a legal document to the intended recipient in accordance with the instructions received from Client and applicable law.

1.3 "On-time Delivery" means a Delivery completed within the Delivery Window specified in Section 4 and confirmed by Provider's proof of delivery documentation.

2. TERM; TERMINATION

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months unless earlier terminated as provided herein. This Agreement shall automatically renew for successive terms of the same duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

2.2 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and such breach remains uncured at the expiration of the notice period.

3. SCOPE OF SERVICES

Provider shall perform Deliveries as requested by Client in accordance with the service description below and any mutually executed statement(s) of work. Provider's obligations shall include tracking, proof of delivery, secure handling of confidential documents, and compliance with applicable rules for service of process.

4. SERVICE LEVELS; DELIVERY WINDOWS

4.1 Delivery Window. Unless otherwise agreed in writing, Provider shall use commercially reasonable efforts to complete same-county Deliveries within hours of instruction and out-of-county Deliveries within Business Days.

4.2 Performance Targets. Provider agrees to achieve an On-time Delivery target of at least percent measured over each day rolling period.

5. SERVICE CREDITS; REMEDIES

5.1 Service Credits. If Provider fails to meet the performance target in Section 4.2 for a measurement period, Client shall be entitled to service credits calculated as follows: for each percentage point below the target, Provider will credit Client an amount equal to of the monthly fees attributable to the affected Deliveries. Service credits are Client's sole and exclusive monetary remedy for Provider's failure to meet the service levels except for breaches of confidentiality or willful misconduct.

5.2 Credit Cap. Service credits for any single measurement period shall not exceed of monthly fees for the Deliveries in question.

6. REPORTING AND MONITORING

6.1 Reporting. Provider shall provide Client with performance reports no less frequently than , containing delivery counts, on-time percentages, exceptions and proof of delivery records.

7. FEES; INVOICING; PAYMENT

7.1 Fees. Client shall pay Provider the fees set forth below for Deliveries performed under this Agreement. Provider shall invoice Client in arrears in accordance with the agreed billing cycle.

7.2 Payment Terms. Unless otherwise specified on the invoice, Client shall pay undisputed amounts within thirty (30) days of the invoice date. Disputed items shall be raised in writing and the parties shall work in good faith to resolve any dispute.

8. CONFIDENTIALITY

8.1 Confidential Information. Each party acknowledges that in performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" shall mean non-public information designated as confidential or that reasonably should be understood to be confidential given its nature.

8.2 Obligations. Each party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict access to its employees, contractors or agents who have a need to know, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

9. INSURANCE; INDEMNITY

9.1 Insurance. Provider shall maintain commercial general liability and professional liability insurance with limits not less than per occurrence and shall provide proof of insurance upon Client's request.

9.2 Indemnity. Provider shall indemnify, defend and hold Client harmless from and against any third-party claims arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement, subject to the limitations in Section 10.

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breaches of confidentiality, each party's aggregate liability under this Agreement shall not exceed the lesser of (a) the total fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim, or (b) .

11. COMPLIANCE WITH LAW

Provider shall perform Deliveries in accordance with all applicable laws, rules and regulations governing service of process and delivery of legal documents. Provider shall maintain accurate records necessary to demonstrate compliance.

12. NOTICES

All notices or communications required or permitted under this Agreement shall be in writing and delivered to the addresses below, by hand, certified mail or overnight courier, or by email with delivery receipt.

13. AMENDMENTS; WAIVER; SEVERABILITY; COUNTERPARTS

13.1 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

13.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of such right unless such waiver is in writing signed by the waiving party.

13.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.4 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.

14. GOVERNING LAW; ENTIRE AGREEMENT

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of law principles.

Governing State:

14.2 Entire Agreement. This Agreement, together with any statements of work or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

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