Legal LACLT Pages

LEGAL LACLT PAGES

This Legal LACLT Pages Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: with principal place of business at ("Provider"), and Client Name: with principal place of business at ("Client").

RECITALS

WHEREAS, Provider develops and maintains specialized Legal Access-Controlled Landing Template ("LACLT") pages incorporating compliance controls, featured legal content modules, and configurable access restrictions; and

WHEREAS, Client desires Provider to design, configure, host and license certain LACLT Pages described in this Agreement for Client's use in connection with Client's digital properties, and Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to allocate rights and responsibilities with respect to the development, acceptance, licensing, operation, confidentiality and maintenance of the LACLT Pages.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "LACLT Pages" means the deliverable set of web pages, templates, code, content modules, access-control configurations, and documentation to be developed and delivered by Provider under this Agreement as further described in Section 2 and the Deliverables Statement.

1.2 "Deliverables Statement" means the written description of features, functionality, schedule and acceptance criteria completed by the parties and attached hereto or recorded in the deliverables description field below.

2. SCOPE OF SERVICES

2.1 Provider shall design, develop, configure, test and, if applicable, host the LACLT Pages in accordance with the Deliverables Statement. Provider shall exercise commercially reasonable skill and care in providing the services and shall comply with applicable industry standards for web development and security.

2.2 Provider shall maintain version control, document configuration changes, and provide Client with administrative credentials where required for operation. Any material changes to the Deliverables Statement must be agreed in writing and may be subject to additional fees.

3. DELIVERY AND ACCEPTANCE

3.1 Provider shall deliver the LACLT Pages in stages consistent with the schedule in the Deliverables Statement. Upon delivery of each stage, Client shall have Acceptance Period: days to test and either accept or provide written notice of deficiencies.

3.2 If Client provides timely notice of deficiencies, Provider shall correct such deficiencies at Provider's expense and resubmit the stage for re-acceptance. If Client fails to provide notice within the Acceptance Period, the stage shall be deemed accepted.

4. LICENSE GRANT; OWNERSHIP; RESTRICTIONS

4.1 Subject to Client's full payment of Fees, Provider grants Client a non-exclusive, non-transferable, revocable (as set forth herein) license to use the LACLT Pages solely for Client's internal business operations and public-facing digital properties identified in the Deliverables Statement.

4.2 Provider retains all right, title and interest in and to Provider's pre-existing materials, general know-how, templates, libraries and software components not created specifically for Client under this Agreement. To the extent any deliverable incorporates Provider's pre-existing materials, Provider grants Client a license to such materials limited to the use rights in Section 4.1.

4.3 Client shall not reverse engineer, decompile, disassemble, reproduce, redistribute or create derivative works of the Provider's pre-existing components or any source code except as permitted by law.

5. FEES AND PAYMENT

5.1 Unless otherwise stated, Client shall pay undisputed invoices within Payment Terms: days of invoice. Late payments shall bear interest at the lesser of 1.5% per month or the maximum permitted by law.

6. CONFIDENTIALITY

6.1 Each party shall treat as confidential all non-public information disclosed by the other that is marked or reasonably should be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is publicly known, rightfully received from a third party without restriction, independently developed, or required to be disclosed by law.

6.2 The receiving party shall use Confidential Information solely for performance under this Agreement and shall restrict access to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as this Section.

7. DATA PROTECTION

7.1 To the extent Provider processes personal data on behalf of Client, the parties shall comply with applicable data protection laws. Provider shall implement commercially reasonable technical and organizational measures to protect personal data against unauthorized processing, loss or destruction.

8. WARRANTIES; DISCLAIMER

8.1 Provider warrants that it will perform services in a professional manner consistent with industry standards and that, at the time of delivery, the LACLT Pages will materially conform to the Deliverables Statement.

8.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Provider shall defend, indemnify and hold harmless Client from and against third-party claims alleging that Provider's deliverables infringe a third party's intellectual property rights, provided that Client (a) notifies Provider promptly of any claim, (b) gives Provider sole control of the defense and settlement, and (c) cooperates reasonably in the defense.

9.2 Client shall defend, indemnify and hold harmless Provider from and against claims arising from Client's content, misuse of the LACLT Pages, or Client's breach of this Agreement.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES.

10.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

11. TERM AND TERMINATION

11.1 This Agreement shall commence on the Effective Date and continue for Term Length: unless earlier terminated in accordance with this Section.

11.2 Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within Cure Period: days after receipt of written notice. Either party may terminate for insolvency or bankruptcy immediately upon written notice.

12. NOTICES

12.1 All notices under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notice is effective upon receipt.

13. AMENDMENTS; WAIVER

13.1 No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties. Waiver of any breach shall not constitute waiver of any subsequent breach.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT

15.1 This Agreement, together with any Deliverables Statement and any duly executed exhibits or change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

16. SEVERABILITY

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

17. COUNTERPARTS; EXECUTION

17.1 This Agreement may be executed in counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

18. MISCELLANEOUS

18.1 Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. Any attempted assignment in violation of this Section shall be void.

18.2 The headings in this Agreement are for convenience only and shall not affect interpretation.

SIGNATURES

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