Legal Document Management and Tracking System Agreement

LEGAL DOCUMENT MANAGEMENT AND TRACKING SYSTEM AGREEMENT

This Legal Document Management and Tracking System Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: , a Corporation LLC Other, with principal place of business at ; and Client Name: , a Corporation LLC Other, with principal place of business at .

RECITALS

WHEREAS, Provider has developed and operates a software-as-a-service platform and related services for management, indexing, version control, access tracking and lifecycle management of legal documents (the "System"); and

WHEREAS, Client desires to obtain, and Provider is willing to provide, access to and use of the System and related support and implementation services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to allocate rights and responsibilities related to use, data protection, confidentiality, intellectual property, fees and operation of the System.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this document and all exhibits and schedules hereto. "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential. "Client Data" means all electronic data, documents and other content submitted or uploaded by or on behalf of Client to the System. "Services" means access to and use of the System, together with implementation, training, support and maintenance services described in Section 3.

2. LICENSE AND SCOPE OF SERVICES

2.1 License Grant. Subject to the terms of this Agreement and payment of fees, Provider grants Client a non-exclusive, non-transferable, revocable right to access and use the System solely for Client's internal business purposes and only by Authorized Users during the Term.

2.2 Authorized Use Restrictions. Client will not: (a) sublicense, resell, or make the System available to third parties except as expressly permitted; (b) attempt to reverse engineer, decompile or derive source code; or (c) remove or alter any proprietary notices.

2.3 Scope Specifications. The features and deliverables to be provided at commencement are described in Schedule A: Functionality and Implementation Plan. Summary of the agreed scope:

3. IMPLEMENTATION, SUPPORT AND MAINTENANCE

3.1 Implementation Services. Provider will perform implementation and configuration services in accordance with the agreed schedule. Implementation milestones, responsibilities and acceptance criteria will be documented in the Implementation Plan.

3.2 Support. Provider will provide support levels described in Schedule B. For severity 1 incidents, Provider will use commercially reasonable efforts to respond within .

3.3 Updates and Maintenance. Provider will deploy updates and security patches; scheduled maintenance windows will be communicated in advance in accordance with Section 13 (Notices).

4. DATA PROTECTION AND SECURITY

4.1 Security Controls. Provider will maintain administrative, physical and technical safeguards appropriate to the nature of the Client Data, including encryption in transit and at rest, role-based access controls, and routine vulnerability management. Specific security measures:

4.2 Data Ownership and Use. Client retains all right, title and interest in and to Client Data. Provider may use Client Data solely to provide the Services and to improve the System in aggregated, anonymized form that does not identify Client or its data subjects.

4.3 Breach Notification. In the event of a confirmed Security Breach affecting Client Data, Provider will notify Client without undue delay and in any event within of discovery, and will provide details reasonably necessary for Client to assess and remediate the incident.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each party will hold the other's Confidential Information in confidence 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 in this Agreement. The receiving party will use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but not less than reasonable care.

5.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the recipient; (b) was rightfully known to the recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the recipient without use of the disclosing party's Confidential Information.

6. FEES, TAXES AND PAYMENT

6.1 Fees. Client will pay Provider the fees set forth in Schedule C. Initial setup fee: . Recurring subscription fee: per .

6.2 Payment Terms. Invoices are due within days of invoice. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

7. WARRANTIES; DISCLAIMER

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

7.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Provider's sole and exclusive obligation will be to use commercially reasonable efforts to cure the nonconformance.

7.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Damages. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOSS OF DATA.

8.2 Liability Cap. A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, PROVIDED THAT THE FOREGOING CAP WILL NOT APPLY TO LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider will defend, indemnify and hold Client harmless from third party claims alleging that the System, when used as permitted, infringes a third party's U.S. intellectual property rights, and will pay damages finally awarded against Client or included in a settlement. Provider's obligations are contingent upon Client: (a) promptly notifying Provider of the claim; (b) providing reasonable cooperation; and (c) allowing Provider sole control of the defense and settlement.

9.2 Client Indemnity. Client will defend, indemnify and hold Provider harmless from claims arising from Client Data, Client's breach of Section 2.2, or Client's negligent or willful misuse of the System.

10. TERM AND TERMINATION

10.1 Term. The initial term of this Agreement begins on the Effective Date and continues for months, and will automatically renew for successive renewal 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.

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

10.3 Effect of Termination. Upon termination, Provider will disable Client access. Provider will, at Client's written request made within sixty (60) days of termination, provide commercially reasonable assistance to export Client Data. Fees for transition assistance will be charged at Provider's then-current rates.

11. AUDIT RIGHTS

11.1 Audit. Provider shall maintain records sufficient to verify compliance with this Agreement. Client may, once per 12-month period and upon at least days' notice, inspect Provider's relevant records during normal business hours, provided that such inspection is conducted at Client's expense and in a manner that does not unreasonably interfere with Provider's operations.

12. NOTICES

All notices required or permitted under this Agreement will be in writing and delivered to the addresses set forth below. Notices are effective upon receipt when delivered by hand, overnight courier, or certified mail, or upon confirmation of delivery when sent by email with a copy sent by one of the foregoing means.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

13.2 Waiver. The waiver by either party of any default or breach is not a waiver of any other or subsequent default or breach.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered by electronic means are binding.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to its conflict-of-law principles.

14.2 Entire Agreement. This Agreement, together with all Schedules and Exhibits, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to its subject matter.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will negotiate in good faith to substitute a valid provision that achieves the original intent to the greatest extent permitted by law.

15. MISCELLANEOUS

15.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

15.2 Publicity. Neither party will use the other party's name or trademarks in press releases or marketing materials without prior written consent, except Provider may identify Client as a customer in Provider's case studies and marketing collateral with Client's prior written approval.

15.3 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or agency relationship between them.

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