Legal ISS Contract Agreement

LEGAL ISS CONTRACT AGREEMENT

This Legal ISS Contract Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between Service Provider: , a Corporation LLC Other, with principal place of business at ; and Client: , with principal place of business at . Each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing integrated information systems services, managed security, and related professional support ("ISS Services");

WHEREAS, Client desires to retain Provider to deliver certain ISS Services described in this Agreement, and Provider is willing to perform such services under the terms and conditions set forth herein;

WHEREAS, the Parties intend by this Agreement to set forth the rights, duties, service levels, fees, confidentiality obligations and remedies applicable to the provision of ISS Services;

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

1. DEFINITIONS

1.1 "Deliverables" means the tangible and intangible materials to be delivered to Client as specified in Section 2 and any statement of work incorporated into this Agreement. 1.2 "Confidential Information" means nonpublic information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. 1.3 Terms used elsewhere in this Agreement have the meanings assigned in the relevant section.

2. SCOPE OF SERVICES

2.1 Provider shall perform the ISS Services described in the Statement of Work attached hereto or incorporated by reference ("Services"). The Services shall include, at a minimum, the tasks set forth below and any additional tasks agreed in writing.

3. SERVICE LEVELS

Provider shall use commercially reasonable efforts, consistent with industry practice, to meet the service levels set forth below. Failure to meet materially applicable service levels shall entitle Client to service credits as set forth in the applicable statement of work, provided Client timely notifies Provider of the failure.

4. TERM AND TERMINATION

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

4.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after written notice specifying the breach.

4.3 Termination for Convenience. Client may terminate for convenience upon days' prior written notice and payment of all accrued fees and reasonable wind-down costs.

5. FEES, INVOICING AND PAYMENT

5.1 Fees. Client shall pay Provider the fees set forth in the applicable statement of work. Fees are exclusive of taxes.

5.2 Payment Terms. Provider will invoice Client monthly in arrears unless otherwise specified. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum allowable by law.

6. CONFIDENTIALITY

6.1 Each Party shall hold Confidential Information of the other Party in strict confidence and shall not disclose or use such information except as necessary to perform obligations or exercise rights under this Agreement. 6.2 The receiving Party's obligations shall not apply to information that (a) is or becomes generally available to the public other than by breach, (b) is lawfully obtained from a third party without restriction, or (c) is independently developed without use of the disclosing Party's Confidential Information.

7. DATA SECURITY AND PRIVACY

7.1 Provider shall maintain administrative, physical and technical safeguards appropriate to protect Client data against unauthorized access, use, disclosure or destruction. Provider shall promptly notify Client upon becoming aware of any security incident affecting Client data and shall cooperate in breach response and remediation.

8. INTELLECTUAL PROPERTY

8.1 Pre-Existing Materials. Each Party retains all right, title and interest in its pre-existing intellectual property. 8.2 Deliverables. Subject to Client's timely payment of fees, Provider hereby assigns to Client all worldwide right, title and interest in and to Deliverables specifically created for Client under this Agreement, excluding Provider's tools, templates and background technology, which Provider retains and hereby licenses to Client on a non-exclusive, non-transferable, royalty-free license to use solely as incorporated in the Deliverables.

9. WARRANTIES; DISCLAIMER

9.1 Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. The warranty period for performed Services shall be days following completion. 9.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

10. INDEMNIFICATION

10.1 Provider shall defend, indemnify and hold Client harmless from and against any third-party claims arising out of Provider's negligence, willful misconduct or breach of Section 7 (Data Security), subject to the limitations and procedures set forth below. The indemnifying Party's obligations are conditioned on the indemnified Party providing prompt written notice, reasonable cooperation and sole control of the defense and settlement of the claim.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. INSURANCE

Provider shall maintain insurance coverage customary for its industry, including commercial general liability, professional liability/errors and omissions and, where applicable, cyber liability insurance with minimum limits reasonable for the scope of services. Upon request, Provider shall provide certificates of insurance.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses below or such other address as a Party may designate by notice.

14. ASSIGNMENT

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or to a successor in connection with a merger or sale of substantially all its assets, provided the assignee assumes the assigning Party's obligations under this Agreement.

15. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performance to the extent caused by acts beyond its reasonable control, including acts of God, acts of government, natural disasters, epidemics, labor disputes, or failures of suppliers or carriers, provided the impacted Party promptly notifies the other and uses commercially reasonable efforts to resume performance.

16. AMENDMENTS; WAIVER

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

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles.

17.2 Entire Agreement. This Agreement, together with any incorporated statements of work, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings.

17.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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