Legal Generator Contract

Legal Generator Contract

This Legal Generator Contract (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: , Entity Type: Individual Corporation LLC Partnership with principal place of business at (hereinafter "Client"), and Service Provider Name: , Entity Type: Individual Corporation LLC Partnership with principal place of business at (hereinafter "Provider"). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS: Provider develops, operates and maintains an automated legal document generation platform and related services that produce legal instruments, templates, and associated counsel-recommended language (the "Services");

WHEREAS: Client desires to engage Provider to generate customized legal documents and to receive related support in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS: Provider is willing to provide the Services to Client under the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this contract, including all exhibits, appendices and schedules incorporated by reference. 1.2 "Confidential Information" means all non-public information disclosed by a Party that is designated confidential or which, under the circumstances, ought to be treated as confidential, including business plans, pricing, templates, generated documents, and technical data. Confidential Information does not include information that is publicly available or rightfully received from a third party without breach of any obligation of confidentiality.

2. SCOPE OF SERVICES

Provider shall provide the Services described in the Scope below and any attachments. The Services shall include generation of legal documents based on information provided by Client, access to document templates, and reasonable support to enable Client's use of generated outputs. Client shall provide accurate and complete information necessary for generation of documents.

3. TERM; TERMINATION

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

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the breach.

3.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party, provided Notice Period (days): days prior to termination.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees described below and in any applicable order form. Fees: . Additional fees for customization or expedited requests shall be billed as agreed in writing.

4.2 Late Payments. Any undisputed amounts not paid within Late Payment Days (days): days after invoice shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. CONFIDENTIALITY

5.1 Each Party shall hold the other Party's Confidential Information in confidence and shall not disclose it except to employees, contractors or advisors who have a need to know and who are bound to confidentiality obligations no less protective than those herein. 5.2 Obligations shall not apply to information that is (i) already lawfully known to the receiving Party, (ii) becomes public other than by breach of this Agreement, or (iii) is required to be disclosed by applicable law, provided that the receiving Party provides prompt notice to the disclosing Party and limits the scope of disclosure to the extent reasonably possible.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Provider retains all right, title and interest in and to the Services, platform, templates, underlying code and pre-existing intellectual property, including improvements and derivative works. Client retains ownership of any information and materials Client provides to Provider. 6.2 License to Client. Subject to Client's timely payment of fees and compliance with this Agreement, Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use the generated documents for Client's internal business purposes only. 6.3 Restrictions. Client shall not reverse engineer, decompile, disassemble, sublicense, sell or otherwise exploit Provider's proprietary materials.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

7.1 Mutual Representations. Each Party represents and warrants that it has full corporate or individual power and authority to enter into this Agreement and to perform its obligations. 7.2 Provider Warranty. Provider warrants that it will perform the Services with reasonable skill and care in accordance with industry standards. 7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Provider does not warrant that generated documents will be appropriate in all circumstances or will satisfy specific legal requirements applicable to Client's jurisdiction or industry.

8. INDEMNIFICATION

8.1 Client Indemnity. Client shall indemnify, defend and hold harmless Provider and its affiliates from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Client's use of generated documents, Client-provided data, or Client's breach of this Agreement. 8.2 Provider Indemnity. Provider shall indemnify Client for third-party claims alleging that Provider's delivery of the Services as provided infringes a third party's issued patent, copyright or trademark, provided that Client gives prompt written notice and allows Provider to control the defense and resolution of such claim.

9. LIMITATION OF LIABILITY

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

Provider shall maintain commercial general liability and professional liability insurance sufficient to cover its obligations hereunder. Upon reasonable request, Provider will provide evidence of such insurance to Client.

11. NOTICES

All notices 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 notice). Notices shall be deemed given upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, certified or registered, postage prepaid.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

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. Electronic signatures (including scanned or electronic signature platforms) shall have the same force and effect as original signatures.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of State: , without regard to its conflict of laws principles. The Parties agree that any legal action or proceeding with respect to this Agreement shall be brought exclusively in the state or federal courts located within the county specified by Client or Provider: .

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable while preserving the Parties' intent.

MISCELLANEOUS

The Parties are independent contractors and nothing contained herein shall be deemed to create an agency, partnership, joint venture or employment relationship. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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