Legal Online Contract

LEGAL ONLINE CONTRACT

This Legal Online Contract (the "Contract") is entered into as of Effective Date: by and between Provider Name: having its principal place of business at Address: , and Client Name: with principal place of business at Address: . Each of Provider and Client is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider operates an online platform and provides online services consisting of the development, hosting, delivery and related support of software, content, or platform functionality (the "Services"); and

WHEREAS, Client desires to engage Provider to deliver the Services described herein and Provider agrees to provide such Services on the terms and conditions set forth in this Contract; and

WHEREAS, the Parties intend for this Contract to govern all online services, deliverables, and related obligations between them.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means the tangible and intangible items to be delivered to Client pursuant to this Contract, including but not limited to software, documentation, data exports, reports and designs as specified in the Scope of Services.

1.2 "Confidential Information" means non-public business, technical or financial information disclosed by a Party and marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information.

2. SCOPE OF SERVICES

Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Any material change to the Services shall require a written change order signed by authorized representatives of both Parties.

3. TERM

The initial term of this Contract shall commence on Effective Date and continue for Term Length (months): unless earlier terminated in accordance with Section 11. This Contract shall automatically renew for successive renewal periods of the same length unless a Party provides written notice of non-renewal at least Renewal Notice Days: days prior to the end of the then-current term.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the Payment Schedule: . Unless otherwise stated, amounts are in U.S. dollars.

4.2 Payment Terms. Invoices are due Net Days: days from invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Except as expressly set forth herein, each Party retains all right, title and interest in and to its pre-existing intellectual property. Provider retains ownership of Provider Technology, including any templates, tools, methodologies and software that are not Deliverables.

5.2 License to Client. Upon full payment of all fees due and subject to compliance with this Contract, Provider grants Client a limited, non-exclusive, non-transferable license to use the Deliverables for Client's internal business purposes.

6. CONFIDENTIALITY

Each Party shall maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and shall not disclose such information except to its employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations survive termination for a period of three (3) years except with respect to trade secrets, which shall remain protected for as long as permitted by applicable law.

7. DATA PROTECTION

Each Party shall comply with applicable data protection and privacy laws in its processing of personal data. Provider shall implement and maintain technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction or damage.

8. WARRANTIES; DISCLAIMER

8.1 Mutual Warranty. Each Party represents and warrants that it has the full right and authority to enter into and perform this Contract.

8.2 Provider Warranty. Provider warrants that the Services will materially conform to the agreed specifications for a period of 30 days following delivery. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the non-conforming Services or refund of the fees paid for such Services, at Provider's election.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, HOWEVER ARISING. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS CONTRACT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INDEMNIFICATION

10.1 By Provider. Provider shall indemnify, defend and hold Client harmless from and against any third-party claim alleging that the Deliverables infringe a patent, copyright or other intellectual property right, provided that Client gives prompt written notice and sole control of the defense to Provider and provides reasonable assistance at Provider's expense.

10.2 By Client. Client shall indemnify, defend and hold Provider harmless from and against any third-party claim arising from Client's use of the Services in violation of this Contract or applicable law.

11. TERMINATION

Either Party may terminate this Contract upon written notice if the other Party materially breaches this Contract and fails to cure such breach within Cure Period (days): days after receipt of written notice. Termination shall not relieve Client of the obligation to pay for Services performed or expenses incurred prior to termination.

12. NOTICES

All notices required or permitted under this Contract shall be in writing and delivered to the contact information provided below. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in first-class registered or certified mail, postage prepaid.

13. AMENDMENTS; WAIVER

No amendment to this Contract shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right unless acknowledged in a written instrument signed by the waiving Party.

14. GOVERNING LAW; JURISDICTION

This Contract shall be governed by and construed in accordance with the laws of the Governing State or Jurisdiction: without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that jurisdiction for any dispute arising out of or relating to this Contract.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

15.1 Entire Agreement. This Contract, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings.

15.2 Severability. If any provision of this Contract 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 achieving, to the extent possible, the original intent of the Parties.

15.3 Counterparts. This Contract may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. Signatures delivered by electronic means or as a scanned image shall be deemed to be original signatures.

16. MISCELLANEOUS PROVISIONS

16.1 Relationship of Parties. The Parties are independent contractors. Nothing in this Contract creates a partnership, joint venture, employment, or agency relationship between the Parties.

16.2 Assignment. Neither Party may assign this Contract without the prior written consent of the other Party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets, provided the assignee assumes the assigning Party's obligations under this Contract.

ENTITY TYPE (OPTIONAL)

Indicate entity type for Provider: Corporation LLC Individual

Indicate entity type for Client: Corporation LLC Individual

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