Legal Message Agreement

LEGAL MESSAGE AGREEMENT

This Legal Message Agreement (the Agreement) is entered into as of the Effective Date: by and between Provider Name: (entity type: Individual Corporation LLC Other) and Client Name: (entity type: Individual Corporation LLC Other).

Recitals

WHEREAS, Provider operates messaging transmission, storage and delivery services that facilitate the secure exchange of electronic communications and notices (the Services);

WHEREAS, Client requires Provider to transmit, receive, store and manage legal messages, notices, and related communications in accordance with the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the content, security, retention, and delivery of such messages.

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

1. Definitions

1.1 Message. Any electronic communication, notice, or document transmitted or received through the Services, including but not limited to notices of claim, contractual notices, subpoena responses, and attorney-client communications when encrypted and designated as privileged by Client.

1.2 Confidential Information. All non-public information disclosed by one party to the other in connection with the Services, including message content, metadata, account credentials, and any information designated in writing as confidential.

2. Services; Scope

2.1 Services Provided. Provider shall provide the Services described in the Service Description:

2.2 Message Types. Client authorizes Provider to process the following message categories:

3. Message Content; Authorization; Consent

3.1 Client Authorization. Client represents and warrants that it has the right and authority to submit Messages to Provider for transmission and that each Message does not violate any contract, court order, or law. Client shall obtain all consents, authorizations, and legal bases required for the creation, transmission, storage and receipt of Messages.

3.2 Prohibited Content. Messages may not contain unlawful, defamatory, or infringing material. Provider may suspend transmission of any Message that, in Provider's reasonable judgment, violates applicable law or this Agreement. Provider will notify Client of such suspension and provide an opportunity to remedy, except where immediate suspension is required by law.

4. Security; Confidentiality; Privilege

4.1 Security Measures. Provider shall maintain administrative, physical, and technical safeguards appropriate to the risk, including encryption in transit and at rest, access controls, and logging sufficient to verify delivery and integrity of Messages.

4.2 Confidentiality. Each party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents and subcontractors with a need to know and bound by confidentiality obligations; and (c) implement reasonable measures to prevent unauthorized access.

4.3 Privileged Communications. Client may mark Messages as privileged. Provider shall implement reasonable administrative controls to segregate and protect marked privileged Messages, but Client is responsible for proper designation and for ensuring that privilege is not waived by Client's actions.

5. Retention; Access; Audit

5.1 Retention Period. Provider shall retain Messages and associated logs for a period of days unless otherwise instructed in writing by Client. Requests for extended retention must be agreed in writing and may be subject to additional fees.

5.2 Access and Audit. Client shall have the right, upon reasonable notice and during normal business hours, to inspect and audit Provider's controls relevant to the Services. Audits may be subject to confidentiality and cost-sharing provisions to be agreed upon in advance.

6. Fees; Payment

6.1 Fees. Client shall pay Provider the fees for Services as set forth in the Fee Schedule below. Fees are due in accordance with the billing terms agreed by the parties.

7. Indemnification; Limitation of Liability

7.1 Indemnification by Client. Client shall indemnify, defend and hold harmless Provider and its officers, directors and agents from and against any claim, liability, loss or expense (including reasonable attorneys' fees) arising out of Client's Messages, Client's breach of this Agreement, or Client's failure to obtain required consents or authorizations.

7.2 Limitation of Liability. EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. Term; Termination; Effect of Termination

8.1 Term. This Agreement commences on the Effective Date and continues until terminated by either party in accordance with this Section.

8.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach.

8.3 Effect of Termination. Upon termination, Provider shall cease processing new Messages and, at Client's direction and subject to agreed fees, return or securely destroy stored Messages and associated data in Provider's possession, except to the extent retention is required by law or to resolve outstanding obligations.

9. Notices

All notices under this Agreement shall be sent to the addresses set forth below and are effective upon receipt. Notices by email must be followed by a written notice if not acknowledged within two (2) business days.

10. Amendments; Waiver; Counterparts

10.1 Amendment. This Agreement may be amended only by a written instrument signed by both parties.

10.2 Waiver. No delay or failure to exercise any right shall operate as a waiver. A waiver must be in writing to be effective.

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

11. Governing Law; Entire Agreement; Severability

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws chosen by the parties in the space below. The chosen jurisdiction will govern disputes arising under or relating to this Agreement.

Choice of Law (State/Country):

11.2 Entire Agreement. This Agreement, including all attachments and schedules, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

12. Miscellaneous

12.1 Subcontractors. Provider may engage subcontractors to perform Services, provided that Provider remains responsible for their compliance with the confidentiality and security obligations of this Agreement.

12.2 Data Export. Upon Client's request and subject to payment of any outstanding fees, Provider shall provide Client with an export of Client's stored Messages in an industry-standard format within a commercially reasonable time.

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