Legal Electronic Service Agreement

LEGAL ELECTRONIC SERVICE AGREEMENT

This Electronic Service Agreement ("Agreement") is entered into as of Effective Date: , by and between Client Name: (Client), an entity indicated below Entity type: Individual Corporation LLC Other, with principal place of business at ; and Service Provider Name: (Provider), an entity indicated below Entity type: Individual Corporation LLC Other, with principal place of business at .

RECITALS

WHEREAS, Provider maintains and operates certain electronic platforms, software, and services to deliver legal and advisory services, technical support, or document automation (collectively, the "Services"); and

WHEREAS, Client desires to engage Provider to perform the Services and Provider agrees to provide those Services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that communications, authorizations, and consents required under this Agreement be provided electronically to the fullest extent permitted by applicable law.

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

1. DEFINITIONS

1.1 "Confidential Information" means nonpublic information disclosed by a party, whether written, oral, electronic or stored, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, customer data, and technical information.

1.2 "Deliverables" means the tangible or electronic results of the Services to be delivered to Client as described in Section 2.

2. SERVICES

Provider shall perform the Services set forth in the Service Description below in a professional manner consistent with industry standards. Provider will use commercially reasonable efforts to meet any schedule agreed in writing by the parties.

3. FEES AND PAYMENT

3.1 Client shall pay Provider the fees as described below. All fees are non-refundable except as expressly set forth in this Agreement. Unless otherwise provided, Provider’s invoices are due within thirty (30) days of invoice date.

4. TERM; TERMINATION

4.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for months, unless earlier terminated in accordance with this Section.

4.2 Termination for Convenience. Either party may terminate this Agreement upon days' prior written notice to the other party.

4.3 Termination for Cause. Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

5. CONFIDENTIALITY

Each party shall protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information and shall not disclose or use such Confidential Information except to the extent required to perform obligations under this Agreement or as required by law. The obligations in this Section survive termination for a period of five (5) years.

6. DATA SECURITY AND PRIVACY

Provider shall implement and maintain administrative, physical, and technical safeguards appropriate to the nature of the data processed. Provider shall notify Client without undue delay of any unauthorized access to Client Data and shall cooperate with Client regarding remediation and regulatory obligations.

7. INTELLECTUAL PROPERTY

Except as expressly provided, Provider retains all right, title and interest in its pre-existing materials, software, and intellectual property. Client shall own Deliverables specifically created for Client pursuant to this Agreement, subject to Provider’s underlying tools, methodologies, and pre-existing intellectual property, which are hereby reserved by Provider.

8. REPRESENTATIONS; WARRANTIES

Each party represents that it has the full power and authority to enter into this Agreement. Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY’S OBLIGATIONS OF PAYMENT, INDEMNIFICATION OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party’s gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and reasonable cooperation in the defense at the indemnifying party’s expense.

11. ELECTRONIC COMMUNICATIONS; ELECTRONIC SIGNATURES

11.1 The parties agree that notices, approvals, and other communications permitted or required hereunder may be given by electronic means and shall have the same force and effect as if executed in writing, to the extent permitted by applicable law.

11.2 By checking the boxes below, the parties consent to receipt of communications electronically and to electronic signatures that are intended to authenticate this Agreement.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the party’s notice address set forth below or to such other address as a party may designate by notice in accordance with this Section. Notice is effective upon receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement is effective unless made in writing and signed by both parties. No waiver of any breach shall be deemed a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

14. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that approximates the parties' intent.

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating thereto.

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