Legal F&R Document Agreement

LEGAL F&R DOCUMENT AGREEMENT

This Legal F&R Document Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , Address: and Provider Name: , Address: . Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider possesses certain expertise and operational capability to perform F&R services, as described in this Agreement, and maintains processes for the furnishing, review, and release of documents and related redaction activities (collectively, the "F&R Services"); and

WHEREAS, Client desires to engage Provider to perform F&R Services with respect to Client Materials, and Provider is willing to perform such services subject to the terms and conditions set forth herein; and

WHEREAS, the Parties intend to allocate responsibilities, confidentiality obligations, liability, and payment terms in connection with the F&R Services.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Client Materials" means documents, data, records, and other materials furnished by Client to Provider for F&R Services; "Deliverables" means final documents or data returned to Client following Provider's performance of the F&R Services; and "Confidential Information" has the meaning set forth in Section 5.

2. SCOPE OF SERVICES

Provider shall perform the F&R Services described in the Statement of Work attached as Exhibit A and incorporated herein. A brief description of the services to be performed is set forth below:

3. DELIVERY, ACCEPTANCE AND TIMELINES

Provider shall use commercially reasonable efforts to meet the delivery dates agreed by the Parties. Delivery milestones, if any, shall be as follows:

4. COMPENSATION

In consideration for the F&R Services, Client shall pay Provider the fees described below. Unless otherwise agreed in writing, fees are due within thirty (30) days of invoice receipt.

5. CONFIDENTIALITY

Each Party shall maintain in confidence and shall not disclose to any third party any Confidential Information of the other Party. Confidential Information includes Client Materials, Deliverables, technical processes, and other non-public business information disclosed in connection with this Agreement. The receiving Party shall use Confidential Information only to perform its obligations hereunder and shall protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement. Provider warrants that the F&R Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

7. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising from the indemnifying Party's negligent acts, willful misconduct, or material breach of this Agreement, subject to the indemnified Party providing prompt written notice of any claim and reasonable cooperation in the defense.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of the F&R Services unless earlier terminated as provided herein. Either Party may terminate for material breach if the breaching Party fails to cure the breach within thirty (30) days after receiving written notice. Upon termination, Client shall pay Provider for all services performed and reasonable costs incurred through the effective date of termination.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a Party designates in writing).

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No failure or delay by a Party in exercising any right will operate as a waiver thereof. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together constitute one instrument.

12. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

13. ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated by reference, 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.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, such provision will be severed or reformed only to the extent necessary to make it valid, legal and enforceable, and the remaining provisions will remain in full force and effect.

15. ADDITIONAL PROVISIONS

The Parties may include additional project-specific terms below. Any such terms become part of this Agreement only if initialed by both Parties where indicated.

Sign Now