Legal Phone Agreement

LEGAL PHONE AGREEMENT

This Legal Phone Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: , an entity organized under the laws of , with principal place of business at ("Provider"), and Client Name: , organized under the laws of , with principal place of business at ("Client").

RECITALS

WHEREAS, Provider operates, supplies and maintains telephone services, hosted telephony platforms, related equipment, and associated support services used for business and legal communications; and

WHEREAS, Client desires to retain Provider to supply specified telephony services and, where applicable, equipment, installation and maintenance services in accordance with the terms and conditions set forth herein; and

WHEREAS, Provider represents that it has the technical capability and authority to provide the services described in this Agreement and to implement the security and compliance controls warranted below.

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

1. DEFINITIONS

In this Agreement the following terms have the meanings set forth below: (a) "Services" means the telephony services, hosted voice services, call routing, call recording (if enabled), and maintenance described in Section 2; (b) "Equipment" means all handsets, adapters, routers, cabling and other hardware supplied by Provider; (c) "Confidential Information" means non-public business and technical information disclosed by one party to the other, including call content and recordings to the extent permitted by law; and (d) "Personal Data" means information that identifies or can be used to identify an individual.

2. SERVICES

Provider will provide the Services described in the service statement below. Provider will perform installation, configuration and reasonable on-site or remote support as required for Provider-managed elements. Provider will use commercially reasonable efforts to meet agreed service levels but does not guarantee uninterrupted service.

3. EQUIPMENT

Equipment supplied by Provider remains Provider's property unless the parties expressly agree in writing to transfer title. Client must maintain Equipment in good condition, allow Provider reasonable access for inspection, and return Equipment upon termination. Client bears risk of loss for Equipment kept beyond the return date.

4. TERM; RENEWAL; TERMINATION

The initial term will commence on Start Date: and expire on End Date: unless earlier terminated under this Agreement. The Agreement will automatically renew for successive periods of equal duration unless either party provides written notice of non-renewal at least Notice Period Days: days prior to expiration.

Either party may terminate for cause upon material breach if the breach remains uncured thirty (30) days after written notice. Provider may suspend Services pending payment of undisputed invoices.

5. FEES, BILLING AND PAYMENT

Client shall pay Provider fees as set forth in the fee schedule below. Fees are exclusive of applicable taxes. Late payments shall accrue interest at Late Payment Rate: or the maximum permitted by law.

6. CALL RECORDING; CONSENT; RETENTION

If call recording is enabled, Client acknowledges and agrees that it is solely responsible for obtaining any required consents from call participants and for complying with all applicable recording, privacy and wiretapping laws. Provider may, at Client's direction, enable recording features and will store recordings for Retention Period (days): days unless otherwise agreed in writing.

Provider will implement industry standard access controls and encryption for recordings at rest and in transit, but Client remains responsible for lawful use, distribution and deletion of recordings.

7. DATA SECURITY AND PRIVACY

Provider will maintain administrative, physical and technical safeguards designed to protect Personal Data processed in connection with the Services. In the event of a confirmed data breach affecting Client Personal Data, Provider will provide notice to Client within Breach Notice Period (hours): hours after discovery and will cooperate in good faith with remediation.

8. CONFIDENTIALITY

Each party shall protect Confidential Information of the other party using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information will not be disclosed except to employees, contractors or advisors on a need-to-know basis and who are subject to confidentiality obligations at least as protective as those contained herein.

9. WARRANTIES; DISCLAIMER

Provider warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR A PARTY'S INDEMNITY OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. INDEMNIFICATION

Each party will indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and costs arising from that party's breach of this Agreement, negligence, willful misconduct or violation of law. Provider will also indemnify Client for claims that Provider's provision of Services infringe a third party's intellectual property rights, subject to the limitations and procedures in this section.

12. INSURANCE

Provider will maintain commercially reasonable insurance coverage appropriate for the Services, including general liability and professional liability insurance, and will provide evidence of such insurance upon reasonable request.

13. COMPLIANCE WITH LAW

Each party will comply with all applicable federal, state and local laws, regulations and industry rules in the performance of its obligations under this Agreement, including laws governing telecommunications, privacy and data protection.

14. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses below by certified mail, overnight courier or hand delivery and are effective upon receipt.

15. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. Failure or delay in exercising any remedy will not constitute a waiver. This Agreement may be executed in counterparts, each of which is an original and together constitute one instrument.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement will be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles. This Agreement (including any exhibits and order forms) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

17. MISCELLANEOUS PROVISIONS

If any provision requires interpretation, it will not be construed against the drafting party. The parties acknowledge that they have participated in drafting this Agreement. Each party represents that it has full power and authority to enter into and perform this Agreement.

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