Legal Phone Service Work Order

LEGAL PHONE SERVICE WORK ORDER

This Legal Phone Service Work Order (the "Work Order") is entered into as of Effective Date: by and between Client Name: , Address: and Service Provider Name: , Address: . Client and Service Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client retains attorneys or maintains matters in which telephone communications are required to be recorded, monitored or otherwise provided as a managed service; and

WHEREAS, Service Provider possesses the personnel, equipment and technical capability to provide telephone servicing, monitoring, call recording, secure storage, and related maintenance consistent with legal industry confidentiality and privilege requirements; and

WHEREAS, the Parties desire to set forth the specific scope, deliverables, payment terms and legal protections applicable to this specific Work Order.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the telephone-related services described in Section 2 below, including installation, call handling, recording, storage, retrieval and technical support specifically enumerated in this Work Order.

1.2 "Confidential Information" includes, without limitation, recorded calls, call metadata, privileged communications, case names, client identities, and any non-public information exchanged in connection with Services.

2. SCOPE OF WORK

Work Order Number: .

3. ITEMIZED SERVICES & FEES

Itemize services below. Fees are exclusive of applicable taxes unless otherwise specified.

4. PAYMENT TERMS

4.1 Client shall pay Service Provider the fees set forth in Section 3. Invoices shall be submitted by Service Provider to Client at the frequency indicated below and are due and payable within days from invoice date.

4.2 Late payments shall accrue interest at the rate of on any unpaid balance, or the maximum rate permitted by applicable law, whichever is less.

5. CHANGE ORDERS

5.1 Any change to the Scope of Work or Fees shall be authorized only by a written Change Order signed by authorized representatives of both Parties. A Change Order shall describe the change, the impact on schedule and fees, and any other material modification.

6. ACCESS, EQUIPMENT & DATA HANDLING

6.1 Client shall provide reasonable access, on-site facilities, and any required authorizations for Service Provider personnel to perform the Services. Client remains responsible for its own network and endpoint security unless otherwise agreed in writing.

6.2 Service Provider shall maintain records and recorded communications in a secure manner consistent with industry standards, retain data for the period set forth: , and shall not destroy or disclose data subject to legal hold except upon written authorization or court order.

7. CONFIDENTIALITY & PRIVILEGE

7.1 Service Provider acknowledges that certain Communications may be subject to attorney-client privilege or other protections. Service Provider shall implement operational and technical safeguards to prevent unauthorized access, and shall notify Client promptly upon discovery of any unauthorized disclosure.

7.2 Except as compelled by law or court order, Service Provider shall not access or review recorded Communications for any purpose other than performance of Services or as necessary to respond to a Client request.

8. COMPLIANCE WITH LAW

8.1 Each Party shall comply with all applicable laws and regulations governing interception, recording, retention and disclosure of telephone communications, including obtaining any required consents prior to recording.

9. WARRANTIES; LIMITATION OF LIABILITY

9.1 Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Except for this express warranty, Services are provided "AS IS" without other warranties.

9.2 Except for liability arising from willful misconduct or gross negligence, in no event shall either Party be liable for consequential, incidental, special or punitive damages. The aggregate liability of Service Provider for any claim shall not exceed the total fees paid by Client under this Work Order during the preceding twelve (12) months.

10. INDEMNIFICATION

10.1 Service Provider shall indemnify and hold Client harmless from third party claims arising from Service Provider's negligent acts, omissions, or breaches of confidentiality. Client shall indemnify Service Provider for claims resulting from Client's instructions that violate law or third party rights.

11. TERMINATION

11.1 Either Party may terminate this Work Order for material breach by the other Party if the breaching Party fails to cure within days after written notice. Termination for convenience by Client requires days' prior written notice and payment for all Services performed to the termination date.

12. NOTICES

All notices, requests and other communications required or permitted under this Work Order shall be in writing and delivered to the addresses set forth below.

13. MISCELLANEOUS

Governing Law: This Work Order shall be governed by and construed in accordance with the laws chosen by the Parties: , without regard to conflict of law principles.

Entire Agreement: This Work Order, together with any referenced Master Services Agreement, constitutes the entire agreement between the Parties with respect to the Services and supersedes prior proposals, understandings, and communications.

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

Amendments and Waiver: No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver.

Counterparts: This Work Order may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument; signatures delivered by electronic image shall be binding.

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