Legal Integrator Agreement

LEGAL INTEGRATOR AGREEMENT

This Legal Integrator Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , a with principal place of business at (\"Client\"), and Integrator Name: , a with principal place of business at (\"Integrator\"). Each of Client and Integrator is a \"Party\" and together the \"Parties\".

RECITALS

WHEREAS, Client desires to implement, configure, or integrate software, systems, or services to support legal operations, case management, document automation, or other specified legal workflows (collectively, the \"Services\"); and

WHEREAS, Integrator represents that it has the personnel, technical expertise, and experience necessary to perform the Services and deliver the Deliverables (as defined below) in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the performance of Services, ownership of work product, confidentiality, and related matters.

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

1. DEFINITIONS

1.1 \"Deliverables\" means the tangible and intangible work product, documentation, configuration files, integration code, reports, and other items that Integrator is required to deliver to Client under this Agreement, as further described in the Statement of Work.

1.2 \"Effective Date\" means the date specified above. 1.3 \"Change Order\" means a written amendment to the Statement of Work that changes scope, schedule, or fees.

2. SCOPE OF SERVICES

2.1 Integrator shall perform the Services described in the Statement of Work attached as Exhibit A and incorporated into this Agreement. Integrator shall provide qualified personnel, use reasonable care and skill, and perform in accordance with industry standards for similar legal technology integrations.

2.2 Client shall provide timely access to personnel, systems, documentation, data, and decisions reasonably required by Integrator to perform the Services. Delays caused by Client will extend timelines and may entitle Integrator to additional fees.

3. DELIVERABLES; ACCEPTANCE

3.1 Deliverables shall be delivered in accordance with milestones set forth in the Statement of Work. Each Deliverable shall include documentation sufficient for Client to use the Deliverable for its intended purpose.

3.2 Client shall have a period of days from delivery to inspect and either accept or reject a Deliverable for material nonconformity. If Client does not provide written notice of rejection within that period, the Deliverable shall be deemed accepted.

4. FEES AND PAYMENT

4.1 Unless otherwise stated, Client shall pay all undisputed invoices within the Payment Terms. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Integrator may suspend performance for overdue amounts after providing ten (10) days' written notice.

5. CHANGE ORDERS

5.1 Any change to scope, schedule, or fees shall be documented in a written Change Order signed by authorized representatives of both Parties. Until a Change Order is executed, Integrator shall have no obligation to perform the changed work.

6. CONFIDENTIALITY

6.1 \"Confidential Information\" means nonpublic information disclosed by one Party to the other that is designated confidential or that a reasonable person would understand to be confidential given its nature. Confidential Information includes Client data, case materials, nonpublic business information, and technical information related to the Services.

6.2 Each Party shall (a) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement; (b) limit access to those employees, contractors, and agents with a need to know and who are bound by confidentiality obligations at least as protective as this Section; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

6.3 Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was rightfully known to the recipient prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing Party’s Confidential Information.

7. DATA SECURITY AND PRIVACY

7.1 Integrator shall implement and maintain administrative, physical, and technical safeguards reasonably designed to protect Client Data from unauthorized access, disclosure, alteration, or destruction. Integrator shall comply with applicable data protection laws in the performance of Services.

7.2 In the event of a confirmed unauthorized access to or disclosure of Client Data, Integrator shall notify Client without undue delay and, in any event, within hours of discovery, and shall cooperate in mitigation and regulatory response as reasonably requested by Client.

8. INTELLECTUAL PROPERTY

8.1 Pre-existing intellectual property and tools owned or licensed by a Party prior to the Effective Date (\"Background IP\") remain the exclusive property of that Party. Neither Party conveys any ownership interest in Background IP under this Agreement.

8.2 Subject to Client’s timely payment of fees, Integrator hereby grants Client a nonexclusive, perpetual, worldwide license to use the Deliverables solely for Client’s internal legal operations. Integrator retains the right to use general skills, knowledge, and techniques acquired during performance, provided they do not disclose Client Confidential Information or Client Data.

8.3 If any open-source components are incorporated into Deliverables, Integrator shall identify such components and their licenses in the documentation and shall not deliver Deliverables that would, by their license terms, require Client to disclose proprietary source code of the Deliverables.

9. WARRANTIES; DISCLAIMER

9.1 Integrator warrants that the Services will be performed in a professional manner consistent with prevailing industry standards and that any Deliverables will materially conform to the specifications set forth in the Statement of Work for a period of ninety (90) days following acceptance.

9.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SERVICES AND DELIVERABLES ARE PROVIDED \"AS IS\" WITHOUT OTHER WARRANTIES, AND INTEGRATOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. INDEMNIFICATION

10.1 Integrator shall indemnify, defend, and hold harmless Client from and against any third-party claims arising from (a) Integrator’s grossly negligent or willful misconduct in performing the Services, or (b) an allegation that a Deliverable infringes a third party’s issued U.S. patent or registered copyright, provided Client gives prompt written notice and sole control of the defense to Integrator.

10.2 Client shall indemnify Integrator for claims arising from Client Data or Client’s breach of law or willful misconduct.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO INTEGRATOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

12. TERM AND TERMINATION

12.1 This Agreement shall commence on the Effective Date and shall continue for an initial term of months, unless earlier terminated in accordance with this Section.

12.2 Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after written notice specifying the breach. Either Party may terminate for insolvency of the other Party upon written notice.

12.3 Upon termination, Client shall pay Integrator for all Services performed and noncancellable obligations incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and Payment obligations shall survive termination.

13. TRANSITION ASSISTANCE

13.1 Upon reasonable request following termination, Integrator shall provide transition assistance reasonably necessary to transfer ongoing functions to Client or a successor provider for a period and at rates to be agreed or, if not agreed, at Integrator’s then-current rates. Fees for transition assistance are payable in accordance with Section 4.

14. NOTICES

14.1 All notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses specified above, or to such other address as a Party may designate by notice.

15. GOVERNING LAW; DISPUTE RESOLUTION

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

15.2 The Parties agree to attempt in good faith to resolve disputes by negotiation. If negotiation fails, the Parties may pursue mediation prior to commencing litigation. Nothing in this Section prevents either Party from seeking injunctive relief in a court of competent jurisdiction.

16. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; WAIVER; COUNTERPARTS

16.1 This Agreement, including the Statement of Work and any executed Change Orders, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior agreements and understandings.

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

16.3 If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it valid and enforceable.

16.4 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures exchanged by electronic image or facsimile shall have the same force and effect as originals.

17. REPRESENTATIONS

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the individual signing on its behalf is authorized to bind that Party.

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