Legal E File Forms

LEGAL E FILE FORMS

This Electronic Filing Services Agreement ("Agreement") is made and entered into as of by and between Provider Name: with principal place of business at Provider Address: ("Provider"), and Client Name: with principal place of business at Client Address: ("Client").

Recitals

WHEREAS, Provider maintains and operates electronic systems and processes for the preparation, submission, and filing of legal and regulatory documents on behalf of clients (the "Services");

WHEREAS, Client desires to engage Provider to perform electronic filing services for certain specified matters and Provider is willing to provide such Services subject to the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services in a single written agreement.

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

1. Definitions

1.1 "Services" means the electronic filing, submission, transmission, docketing, and ancillary services described in Section 2 and any attachments incorporated into this Agreement.

1.2 "Deliverables" means all documents, filings, reports, and electronic data produced and delivered to Client by Provider in the course of performing the Services.

1.3 "Confidential Information" means nonpublic business, technical and financial information disclosed by either party to the other in connection with this Agreement.

2. Services Provided

2.1 Scope. Provider shall provide electronic filing and related services as described in the statement of work below and as may be agreed in writing by the parties from time to time. Provider will use commercially reasonable efforts to submit filings on behalf of Client in accordance with applicable rules and deadlines.

2.2 Delivery Standards. Provider will perform Services in a professional manner consistent with industry standards for electronic filing services and will exercise reasonable care in transmitting and confirming receipt of filings.

3. Client Obligations

3.1 Client shall furnish all information and documents necessary for Provider to perform the Services in a timely and accurate manner. Client warrants that all information provided is true, accurate and complete.

4. Fees and Payment

4.1 Fees. Client shall pay Provider the fees described below for Services rendered. All fees are exclusive of applicable taxes and government filing fees, which shall be paid by Client unless otherwise agreed.

5. Confidentiality

5.1 Each party shall maintain the confidentiality of Confidential Information received from the other party and shall not disclose such information except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

5.2 Exceptions. Confidential Information shall not include information that (a) is or becomes generally known to the public through no breach by the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure by the disclosing party; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the minimum required.

5.3 Survival. The confidentiality obligations of the parties shall survive termination or expiration of this Agreement for a period of three (3) years.

6. Data Security and Breach Notification

6.1 Security. Provider shall implement and maintain administrative, technical and physical safeguards reasonably designed to protect Client data against unauthorized access, use, alteration or disclosure.

6.2 In the event of a confirmed security breach affecting Client data, Provider shall notify Client without undue delay and shall cooperate in reasonable mitigation and remediation efforts.

7. Records Retention

7.1 Provider shall retain copies of filings and related records produced in the course of performing the Services for the retention period set forth below. Client may request delivery of retained records upon termination.

8. Representations and Warranties

8.1 Each party represents and warrants that it has full corporate power and authority to enter into this Agreement, that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, and that its performance will not violate any applicable law or contract.

9. Indemnification and Limitation of Liability

9.1 Indemnification. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims arising out of the Indemnifying Party's gross negligence, willful misconduct, or breach of its representations, warranties or obligations under this Agreement.

9.2 Except for liability arising from gross negligence, willful misconduct, indemnification obligations, or violation of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

10. Term and Termination

10.1 Term. This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Agreement.

10.2 Termination. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Client and Provider agree that this Agreement will automatically renew for successive terms of the same duration unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

11. Notices

11.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice).

12. Amendments; Waiver; Counterparts

12.1 This Agreement may be amended only by a writing signed by both parties. No waiver of any right or remedy under this Agreement shall be effective unless in writing and signed by the party granting the waiver.

12.2 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.

13. Governing Law; Entire Agreement; Severability

13.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflict of law principles.

13.2 Entire Agreement. This Agreement, together with any statements of work or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements.

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

14. Miscellaneous Provisions

14.1 Subcontracting. Provider may engage subcontractors to perform portions of the Services, provided that Provider remains responsible for the performance of such subcontractors in accordance with this Agreement.

14.2 Relationship of Parties. The relationship of the parties is that of independent contractors; nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency other than as expressly provided.

Entity Types

Corporation LLC Individual Other

Corporation LLC Individual Other

Sign Now