Legal MFS Order Form

LEGAL MFS ORDER FORM

This Legal MFS Order Form (the "Order") is entered into as of Effective Date: by and between Client Name: , a/an located at (hereinafter "Client"), and Service Provider Name: , a/an located at (hereinafter "Provider").

RECITALS

WHEREAS, Provider operates and offers managed file services, secure file transfer, storage, processing, and related technical services (collectively, "MFS Services"); and

WHEREAS, Client desires to procure certain MFS Services from Provider as set forth in this Order and in accordance with the terms and conditions herein; and

WHEREAS, Provider is willing to provide such MFS Services subject to the terms of this Order.

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

1. SERVICES

1.1 Scope. Provider shall perform the MFS Services described in the Service Description below and any attachments. Provider will provide services in accordance with the technical and service level specifications stated in this Order.

1.2 Service Commencement Date: . Initial Term: months. Automatic renewal: Yes

2. FEES AND PAYMENT

2.1 Fees. Client shall pay Provider the fees set forth in the pricing table below. Fees are payable in U.S. Dollars unless otherwise agreed in writing.

2.2 Payment Terms. Unless otherwise agreed in writing, Client shall pay Provider within days of invoice date. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

3. CHANGE ORDERS

3.1 Any change to the Services, schedule, deliverables, or fees shall be documented in a written change order signed by authorized representatives of both parties. Provider shall not be obligated to perform changed work until such change order is executed.

4. CONFIDENTIALITY AND DATA SECURITY

4.1 Confidential Information. Each party shall protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care. Confidential Information includes Client data processed by Provider in connection with the MFS Services.

4.2 Security Measures. Provider shall implement and maintain administrative, physical and technical safeguards reasonably designed to protect Client data, including encryption in transit and at rest, role-based access controls, logging, and regular vulnerability management.

4.3 Data Breach. Provider will notify Client without undue delay and, where feasible, within seventy-two (72) hours after becoming aware of any Security Incident affecting Client data, and shall cooperate in mitigation and regulatory reporting as required.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Client retains all right, title and interest in Client data. Provider retains all right, title and interest in Provider's preexisting tools, software, and technologies. No transfer of ownership of Provider intellectual property is made by this Order.

5.2 License. Client grants Provider a limited, non-exclusive license to use Client data solely to perform the Services under this Order.

6. WARRANTIES; DISCLAIMERS

6.1 Mutual Warranties. Each party represents that it has full power and authority to enter into this Order and to perform its obligations hereunder.

6.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Client's sole and exclusive remedy shall be re-performance of the affected Services or, if Provider cannot re-perform, a refund of the fees paid for the deficient Services.

6.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN SECTION 6.2, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. INDEMNIFICATION

7.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client from and against any third-party claim arising out of Provider's gross negligence, willful misconduct, or breach of Section 4 (Confidentiality and Data Security), provided Client gives prompt written notice and cooperates in the defense.

7.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against any third-party claim arising from Client data, Client's violation of law, or Client's use of the Services in violation of this Order.

8. LIMITATION OF LIABILITY

Except for liability arising from breaches of confidentiality, indemnification obligations, or willful misconduct, in no event shall either party be liable to the other for indirect, incidental, special, punitive or consequential damages. The aggregate liability of Provider for any and all claims arising under this Order shall not exceed the total fees paid by Client to Provider under this Order in the twelve (12) months preceding the event giving rise to the claim.

9. TERM AND TERMINATION

9.1 Termination for Cause. Either party may terminate this Order for material breach by the other party if such breach remains uncured for thirty (30) days after written notice.

9.2 Effect of Termination. Upon termination, Provider shall cease providing Services and Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

10. INSURANCE AND COMPLIANCE

Provider shall maintain commercial general liability and cyber liability insurance with limits sufficient to cover the obligations under this Order. Each party shall comply with all applicable laws and regulations in the performance of its obligations.

11. NOTICES

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. No amendment to this Order is effective unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

12.3 Counterparts. This Order may be executed in counterparts, each of which is an original and together constitute one instrument. Signatures transmitted by electronic means shall be binding.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Order shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles. Governing State:

13.2 Entire Agreement. This Order, together with any referenced attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

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

SIGNATURES

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