Legal Operations Addendum

LEGAL OPERATIONS ADDENDUM

This Legal Operations Addendum (the "Addendum") is entered into as of Effective Date: by and between Service Provider: with principal place of business at , and Client: with principal place of business at .

RECITALS

WHEREAS, Service Provider provides legal operations services including process design, matter intake, contract lifecycle management, tooling administration, reporting and related operational support (the "Services"); and

WHEREAS, Client and Service Provider are parties to a Master Services Agreement or other governing agreement under which Client desires to engage Service Provider to perform certain defined legal operations tasks and to document operational obligations, metrics and governance; and

WHEREAS, the parties desire to set forth terms and procedures specific to the performance, administration, change management and confidentiality of the Services.

NOW THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Addendum, capitalized terms not otherwise defined herein have the meanings set forth in the governing agreement. In addition:

(a) "Operational Deliverables" means templates, playbooks, runbooks, reports, dashboards, configurations and procedures to be delivered by Service Provider in connection with the Services.

(b) "Change Order" means a written amendment describing a requested change to scope, schedule or fees executed in accordance with Section 3 below.

2. SCOPE OF SERVICES

Service Provider shall perform the Services described in the attached Operational Scope and Deliverables. The parties agree that operational responsibilities include, at a minimum: matter intake and triage, contract repository administration, template governance, metrics and reporting, tooling configuration, and defined escalation paths. Specific tasks and acceptance criteria are set forth in the Operational Scope field below.

3. CHANGE MANAGEMENT

Any change to the Services, schedule, or fees shall be documented in a written Change Order signed by authorized representatives of both parties. Service Provider shall provide a written impact assessment within five (5) business days of receiving a change request, including estimated hours, effect on delivery dates, and any additional costs. No change will be binding unless executed as a Change Order.

4. DATA SECURITY AND CONFIDENTIALITY

Each party shall maintain the confidentiality of Confidential Information and shall implement and maintain administrative, technical and physical safeguards appropriate to the nature of the Confidential Information. Service Provider will restrict access to Client data to personnel with a business need to know and will ensure that such personnel are subject to confidentiality obligations at least as protective as those in this Addendum.

In the event of a confirmed security incident affecting Client data, Service Provider shall notify Client without undue delay and, in any event, within seventy-two (72) hours of discovery, provide a remediation plan and regular status updates until the incident is resolved.

5. COMPLIANCE

Each party shall perform its obligations in compliance with all applicable laws, regulations and binding industry standards. Service Provider shall not knowingly permit any activities that would cause Client to be in violation of applicable law. Client shall provide timely access and cooperation necessary for Service Provider to perform the Services.

6. PERFORMANCE METRICS AND REPORTING

Service Provider shall report against mutually agreed metrics and Key Performance Indicators ("KPIs"). Reports shall include uptime or availability of tooling, average response and resolution times for intake items, compliance with template SLAs, and the status of open operational items. Reporting cadence is set forth below.

7. FEES AND BILLING

Fees for Services provided under this Addendum shall be invoiced in accordance with the billing schedule below. Unless otherwise agreed in a Change Order, Client shall pay undisputed amounts within thirty (30) days of invoice. Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

8. SUBCONTRACTING

Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the performance of subcontractors and obtains Client's prior written consent for any subcontractor who will have access to Confidential Information.

9. AUDIT RIGHTS

Client shall have the right, upon reasonable prior written notice and during normal business hours, to audit Service Provider's compliance with confidentiality, security and service obligations under this Addendum. Such audits shall be conducted no more than once per calendar year unless a material breach is reasonably suspected. Audit scope and logistics will be agreed in advance and shall protect Service Provider's other clients and Confidential Information.

10. INTELLECTUAL PROPERTY

As between the parties, each party retains all right, title and interest in and to its pre-existing intellectual property. Operational Deliverables that are specifically developed for Client in connection with the Services shall be deemed "Client Deliverables" and ownership or license shall be allocated as set forth in the governing agreement. Service Provider grants Client a non-exclusive, non-transferable license to use Service Provider tooling and configurations solely for Client's internal business purposes in connection with the Services.

11. TERM AND TERMINATION

The term of this Addendum commences on Effective Date and continues for the Initial Term specified below, unless earlier terminated in accordance with this Section. Either party may terminate this Addendum for material breach if such breach remains uncured thirty (30) days after written notice. Either party may terminate for convenience upon sixty (60) days' prior written notice.

12. LIABILITY AND INDEMNIFICATION

Except for liability arising from wilful misconduct or gross negligence, each party's aggregate liability arising out of or related to this Addendum shall be limited to the total fees paid by Client to Service Provider under this Addendum in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for special, incidental, indirect or consequential damages, including lost profits, even if advised of the possibility of such damages.

Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's breach of confidentiality obligations or its gross negligence in performing the Services, subject to the limitations set forth above.

13. INSURANCE

Service Provider shall maintain insurance coverage appropriate to the Services, including general liability and cyber liability insurance in commercially reasonable amounts. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

14. NOTICES

All notices required or permitted under this Addendum shall be in writing and delivered to the notice addresses set forth below. Notices shall be effective upon receipt when delivered in person or by certified mail or upon confirmation of transmission for electronic delivery methods mutually acceptable to the parties.

15. AMENDMENTS; WAIVER; COUNTERPARTS

This Addendum may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Addendum shall constitute a waiver of that right. This Addendum may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Addendum shall be governed by and construed in accordance with the laws of the State or jurisdiction specified in the governing agreement. This Addendum, together with the governing agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings. If any provision of this Addendum is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS PROVISIONS

The parties acknowledge that the obligations set forth in this Addendum are reasonable and necessary for the protection of both parties. Any waiver of a breach must be in writing. Headings are for convenience only and do not affect interpretation.

CONTACTS FOR OPERATIONAL MANAGEMENT

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