Legal Monitoring Services Agreement

LEGAL MONITORING SERVICES AGREEMENT

This Legal Monitoring Services Agreement (the Agreement) is entered into as of , by and between Client Name: (Client), and Provider Name: (Provider).

RECITALS

WHEREAS, Provider maintains technology, processes, and personnel for the proactive monitoring of legal filings, regulatory actions, and other public records relevant to Client's legal matters (the Monitoring Services); and

WHEREAS, Client desires that Provider perform Monitoring Services with respect to the categories and scope described in this Agreement, and Provider is willing to provide such services subject to the terms, fees, and limitations set forth herein; and

WHEREAS, the parties intend that Provider's monitoring shall supplement, but not replace, Client's legal judgment and that Provider has no authority to act as legal counsel on behalf of Client.

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

1. DEFINITIONS

1.1 "Monitoring Services" means the periodic search, collection, analysis and reporting of public records and filings as described in Section 2, together with the delivery of alerts and reports to Client in accordance with the Service Levels. Provider's proprietary tools, algorithms, and data feeds used to perform the Monitoring Services are collectively referred to as the Provider Systems.

1.2 "Client Data" means all information provided by or on behalf of Client to Provider for the purpose of performing the Monitoring Services, including lists, matter identifiers, docket numbers, and related metadata.

2. SCOPE OF SERVICES

Provider shall perform the Monitoring Services as set forth in this Section 2 and in any statement of work or schedule attached hereto or issued in writing and signed by both parties. Provider will use commercially reasonable efforts to identify relevant filings and events in the categories selected below. Client may select monitoring categories by checking the applicable boxes:

Court filings Regulatory filings Trademark/Patent notices Opposing counsel docketing Legislative/regulatory changes Other:

3. SERVICE LEVELS; REPORTING

Provider shall use commercially reasonable efforts to deliver initial alerts for identified items within of discovery. Detailed reports will be delivered on a basis.

Provider's obligation is to use reasonable commercial efforts to conduct monitoring consistent with industry standards; Provider does not guarantee that all relevant items will be captured by the Monitoring Services.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth below and in any applicable statement of work. Fees are exclusive of applicable taxes. Unless otherwise agreed in writing, fees shall be invoiced in advance on a basis and are due within days of invoice.

5. CLIENT OBLIGATIONS

Client shall provide Provider with accurate Client Data, timely access to personnel and systems reasonably necessary for Provider to perform the Monitoring Services, and shall notify Provider of any change to Client Data within a commercially reasonable time. Client acknowledges that Provider's performance depends on the accuracy and completeness of Client Data.

6. CONFIDENTIALITY; DATA PROTECTION

6.1 Each party shall keep confidential all Confidential Information of the other party and shall not disclose such information except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.

6.2 Provider shall implement and maintain administrative, technical and physical safeguards designed to protect Client Data from unauthorized access, disclosure, alteration or destruction. Upon termination or expiration of this Agreement, Provider shall, at Client's election, return or securely destroy Client Data within days.

7. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Provider Systems, methodologies, software, algorithms, and know-how used to provide the Monitoring Services, including any improvements or derivative works. Client retains all right, title and interest in and to Client Data and any materials provided to Provider.

8. WARRANTIES; DISCLAIMER

Provider warrants that the Monitoring Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claim arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement; provided that the indemnified party gives prompt written notice of the claim, cooperates in the defense, and permits the indemnifying party to control the defense and settlement.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for an initial term of months, and shall automatically renew for successive terms of the same length unless either party provides written notice of non-renewal at least days prior to the expiration of the then-current term.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

12. TRANSITION; EXIT ASSISTANCE

Upon termination, Provider will, at Client's request, provide reasonable transition assistance to enable Client to migrate monitoring to a successor provider. If not agreed otherwise, Provider may charge a one-time transition fee of .

13. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses specified above or to such other address as a party may designate by notice in accordance with this Section.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Waiver of a breach shall not constitute waiver of any other or subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

This Agreement, together with all statements of work and schedules executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

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

16. MISCELLANEOUS

16.1 Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of Provider's assets.

16.2 Subcontracting: Provider may engage subcontractors to perform portions of the Monitoring Services, provided that Provider remains responsible for the performance of such subcontractors and ensures their compliance with the confidentiality and data protection obligations herein.

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