Legal Master Search Agreement

Legal Master Search Agreement

This Master Search Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , Entity Type: Individual Corporation LLC Partnership Other and Search Provider Name: , Entity Type: Individual Corporation LLC Partnership Other (each a "Party" and together the "Parties").

Recitals

WHEREAS, Client engages Provider to perform searches, retrievals and analyses of public records, commercial databases, filings and related materials as more fully described herein (the "Search Services"); and

WHEREAS, Provider represents that it has the expertise, personnel and systems necessary to perform Search Services in accordance with professional standards and applicable laws; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will provide ongoing Search Services to Client.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

1. Definitions

1.1 "Deliverable" means any written report, electronic data file, certification or other output produced by Provider and delivered to Client pursuant to this Agreement. "Confidential Information" has the meaning given in Section 8. All other defined terms appear in the text of this Agreement where first used.

2. Scope of Services

2.1 Provider shall perform Search Services as requested by Client in individual work orders or purchase orders referencing this Agreement ("Work Order"). Each Work Order shall specify the Search Services to be performed, the persons or entities to be searched, required geographic or record types, turnaround time and applicable fees.

2.2 Provider will perform searches using reasonable efforts to identify relevant records; however, Provider does not guarantee that any search will locate every available record. Provider's obligations are limited to the performance of professionally conducted searches and the preparation of Deliverables in accordance with the terms of this Agreement.

3. Fees and Payment

3.1 Client shall pay Provider the fees set forth in each Work Order. Unless otherwise stated in the applicable Work Order, Provider shall invoice Client upon delivery of the Deliverable.

3.2 Payment is due within days of invoice unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. Deliverables and Acceptance

4.1 Provider shall deliver Deliverables in the format specified in the applicable Work Order. Client shall have days from receipt to notify Provider in writing of any material nonconformity. Failure to provide timely notice constitutes acceptance.

5. Performance and Standards

5.1 Provider shall perform Search Services in a professional and workmanlike manner consistent with prevailing industry standards. Provider shall maintain sufficient personnel and systems to meet agreed turnaround times.

6. Confidentiality

6.1 Each Party shall treat the other Party's Confidential Information as confidential and shall not disclose it to any third party except to employees, contractors or affiliates who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement.

6.2 Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement, (b) was known to the receiving Party prior to receipt from the disclosing Party, (c) is rightfully obtained from a third party not under an obligation of confidentiality, or (d) is independently developed without use of the disclosing Party's Confidential Information.

7. Data Protection and Security

7.1 Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of Client data to protect against unauthorized access, disclosure, alteration or destruction.

8. Warranties and Disclaimers

8.1 Provider warrants that it will perform the Search Services in accordance with the standards set forth in Section 5. EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THE AFFECTED WORK ORDER DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

10. Indemnification

10.1 Client shall indemnify, defend and hold harmless Provider from and against any third party claims arising from Client's misuse of Deliverables, Client-provided data, or Client's failure to procure necessary consents. Provider shall indemnify, defend and hold harmless Client from and against claims arising from Provider's gross negligence or willful misconduct in performing the Search Services.

11. Insurance

11.1 Provider shall maintain commercial general liability and professional liability insurance in amounts customary for providers of similar services. Minimum limits: . Provider shall provide certificates of insurance upon reasonable request.

12. Term and Termination

12.1 This Agreement shall commence on the Effective Date and continue for an initial term of months and shall automatically renew for successive terms unless either Party provides written notice of nonrenewal at least days prior to the end of the then-current term.

12.2 Either Party may terminate this Agreement for material breach upon thirty (30) days' written notice if the breach is not cured within the notice period, or immediately for insolvency or unauthorized disclosure of Confidential Information.

13. Notices

13.1 All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

14. Amendments and Waiver

14.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any term shall constitute a waiver of any other term or continuing breach.

15. Governing Law; Venue

15.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

16. Entire Agreement; Severability; Counterparts

16.1 This Agreement, together with any Work Orders executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, oral or written.

16.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the greatest extent possible, the original economic, legal and commercial objectives.

16.3 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. Signatures delivered by electronic image or PDF shall be binding.

17. Miscellaneous

17.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship, and neither Party has authority to bind the other except as expressly set forth herein.

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