Legal Email Contract

LEGAL EMAIL CONTRACT

This Legal Email Contract ("Contract") is entered into as of Effective Date: by and between Client Name: (the "Client") and Provider Name: (the "Provider"). Client Email: Provider Email:

RECITALS

WHEREAS, the Parties exchange information, instructions and documents in connection with their relationship and desire that certain communications be delivered by electronic mail and other electronic means; and

WHEREAS, the Parties wish to set forth the terms under which email communications, attachments, and electronic signatures will be accepted as valid, binding, and effective for the purposes set forth herein; and

WHEREAS, the Parties acknowledge the benefits and risks associated with electronic communications and desire to allocate responsibility for security, authentication, retention, and notice accordingly.

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

1. DEFINITIONS

1.1 "Email" means electronic mail transmitted to an address designated in this Contract, including attachments transmitted therewith.

1.2 "Authorized Email Address" means any electronic mail address designated by a Party in the Notices section below or subsequently designated in writing pursuant to this Contract.

1.3 "Electronic Signature" means any electronic mark, typed name, digital signature or other electronic process executed or adopted by a Party with the intent to sign a document, including signatures transmitted by email.

2. SCOPE OF COMMUNICATIONS

2.1 The Parties agree that Email may be used for delivery of notices, contractual documents, invoices, confirmations, instructions, and other communications relating to the Parties' relationship, except where a specific legal requirement prescribes delivery by non-electronic means.

3. CONSENT TO ELECTRONIC COMMUNICATIONS AND SIGNATURES

3.1 Each Party expressly consents to receive communications and to provide signatures electronically by Email. The Parties agree that an Electronic Signature, including a typed name appended to an Email or an attached electronic signature block, shall constitute an original signature for all purposes and shall be legally binding.

3.2 A Party that elects to withdraw consent to receive electronic communications must provide written notice to the other Party in accordance with Section 7; such withdrawal shall not affect the validity of communications or signatures provided prior to receipt of the withdrawal notice.

4. SECURITY, AUTHENTICATION, AND OBLIGATIONS

4.1 Each Party shall maintain commercially reasonable administrative, technical and physical safeguards to protect its email accounts and to authenticate that messages originate from an authorized source. Reasonable measures include unique passwords, two-factor authentication where available, up-to-date anti-virus protection, and restriction of account access to authorized personnel.

4.2 If a Party becomes aware of any unauthorized access, compromise, or suspected compromise of an Authorized Email Address, that Party shall notify the other Party promptly and take reasonable steps to mitigate potential harm. Notification shall include the time of suspected compromise, a description of the suspected incident, and corrective actions taken.

5. CONFIDENTIALITY AND PRIVILEGE

5.1 All Email communications exchanged pursuant to this Contract that constitute Confidential Information shall be treated in accordance with applicable confidentiality obligations and, where applicable, professional privilege. Each Party shall use reasonable efforts to preserve confidentiality and privilege.

5.2 The Parties acknowledge that Email is not inherently secure. The Parties agree to mark any communication containing highly sensitive or privileged information with an appropriate confidentiality designation and to consider alternative secure transmission methods when warranted.

6. RETENTION AND RECORDKEEPING

6.1 Each Party is responsible for retaining copies of Email communications that it reasonably requires to establish compliance with legal or contractual obligations. Retention periods shall comply with applicable law and any industry-specific recordkeeping requirements.

7. NOTICES

7.1 All Notices required or permitted under this Contract shall be given in writing and shall be effective upon (a) confirmed receipt when transmitted by Email to an Authorized Email Address during normal business hours, or (b) two business days after transmission where no receipt confirmation is obtained; provided, however, that Notices of dispute, termination for cause, or formal legal process shall be sent by both Email and by certified or overnight delivery to the physical address designated below.

8. LIMITATION OF LIABILITY

8.1 Except for each Party's willful misconduct or gross negligence, neither Party shall be liable for indirect, incidental, consequential, special or punitive damages arising from Email transmission, interception, delay or loss, even if advised of the possibility of such damages.

8.2 Each Party’s aggregate liability under this Contract shall not exceed the direct damages reasonably foreseeable and directly caused by a breach of the express provisions of this Contract.

9. INDEMNIFICATION

9.1 Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses or expenses arising out of the indemnifying Party’s breach of this Contract, negligent or willful acts, or failure to maintain reasonable security for its Authorized Email Addresses.

10. TERM AND TERMINATION

10.1 This Contract shall commence on the Effective Date and remain in effect until terminated by either Party upon thirty (30) days' prior written notice. Termination shall not affect obligations relating to communications and signatures made prior to the effective date of termination.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles.

11.2 Entire Agreement. This Contract constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings, or representations.

11.3 Severability. If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable.

12. AMENDMENTS; WAIVER; COUNTERPARTS; ASSIGNMENT

12.1 Amendment. Any amendment or modification to this Contract must be in writing and signed by authorized representatives of both Parties.

12.2 Waiver. A waiver of any provision or breach shall be effective only if in a writing signed by the waiving Party. Failure to enforce any right shall not constitute a waiver.

12.3 Counterparts; Electronic Execution. This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile, PDF or other electronic copies of signatures shall be acceptable and binding.

12.4 Assignment. Neither Party may assign this Contract without the prior written consent of the other Party, except that either Party may assign to a successor by merger or sale of all or substantially all of its assets.

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