Legal Justice Systems Form

LEGAL JUSTICE SYSTEMS AGREEMENT

Parties

Recitals

WHEREAS, Provider is engaged in the design, implementation, and support of systems, training programs, and consulting services tailored to the adjudicative, corrections, and law enforcement components of legal justice systems; and

WHEREAS, Client desires to engage Provider to perform certain services described in this Agreement and Provider agrees to provide such services subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the parties agree that this Agreement is effective as of (the Effective Date).

Scope of Work

Provider shall perform the services and deliverables described below in accordance with the schedules and performance standards set forth in this Agreement. Provider will use commercially reasonable efforts, qualified personnel, and industry-standard methodologies appropriate to legal justice systems engagements.

Payment Terms

Client shall pay Provider the fees and expenses as set forth below. All fees are exclusive of taxes unless otherwise stated. Provider shall submit invoices in accordance with the schedule below and Client shall pay undisputed amounts within the agreed payment period.

Past due amounts shall accrue interest at the lesser of (a) the rate of % per month, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorney fees, for amounts not timely paid.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this section, continues until .

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days after written notice. Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party.

Upon termination for any reason, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, and Provider shall deliver any completed deliverables to Client subject to receipt of such payment.

Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party without restriction prior to receipt; (iii) was rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. In the event of any compelled disclosure, the receiving party shall provide prompt notice where legally permitted and shall cooperate to limit the disclosure.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend, and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of this Agreement or gross negligence or willful misconduct. Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations, neither party's aggregate liability to the other for claims arising out of this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in such jurisdiction for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits and the Scope of Work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

Certifications

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement, that the signatory signing on its behalf is authorized to do so, and that the execution, delivery and performance of this Agreement will not violate any applicable law, regulation, or contractual obligation.

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