Legal Platform Terms Agreement

LEGAL PLATFORM TERMS AGREEMENT

This Legal Platform Terms Agreement (the "Agreement") is entered into as of the day of , by and between Provider Name: , a organized under the laws of (hereinafter "Provider"), and Client Name: , a organized under the laws of (hereinafter "Client").

RECITALS

WHEREAS, Provider operates a legal services technology platform that enables clients to access legal documents, workflow tools and related services (the "Platform"); and

WHEREAS, Client desires to obtain access to the Platform and to receive certain services described in this Agreement, and Provider is willing to grant such access subject to the terms and conditions set forth herein; and

WHEREAS, the Parties intend to define their respective rights and obligations with respect to use of the Platform, handling of Client data, fees, intellectual property and confidentiality.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means non-public information disclosed by one Party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Client Data and non-public business information.

1.2 "Client Data" means all electronic data and information submitted by or on behalf of Client to the Platform in the course of using the Platform.

2. GRANT OF LICENSE

Provider hereby grants to Client a non-exclusive, non-transferable, revocable license to access and use the Platform solely for Client's internal business purposes, subject to the restrictions set forth in this Agreement. Client shall not sublicense, transfer, assign, sell, rent or otherwise provide access to the Platform to third parties except as expressly permitted in writing by Provider.

3. ACCESS AND USE; RESTRICTIONS

Client shall: (a) be responsible for all activity that occurs under Client's accounts and for maintaining the confidentiality of account credentials; (b) use the Platform only in compliance with applicable law and this Agreement; and (c) not attempt to circumvent security or access controls of the Platform. Provider may suspend access if Provider reasonably determines that Client's use presents a security risk or violates this Agreement.

4. FEES AND PAYMENT

Client shall pay Provider the fees described below in accordance with billing terms. All fees are exclusive of taxes, which shall be paid by Client.

5. CONFIDENTIALITY

Each Party agrees to: (a) maintain Confidential Information of the other Party in strict confidence; (b) use Confidential Information only to perform obligations under this Agreement; and (c) restrict disclosure to employees, contractors or agents with a need to know and bound by confidentiality obligations no less protective than those herein. Confidentiality obligations will not apply to information that is: (i) publicly known through no breach; (ii) rightfully received from a third party without restriction; (iii) independently developed; or (iv) required to be disclosed by law, provided the disclosing Party gives reasonable prior notice where permitted.

6. DATA SECURITY

Provider will implement and maintain reasonable administrative, physical and technical safeguards to protect Client Data. Provider will promptly notify Client upon becoming aware of a security incident affecting Client Data and will cooperate in good faith in investigation and remediation. Provider's obligations do not extend to incidents resulting from Client's actions or third-party acts outside Provider's control.

7. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Platform, including all software, documentation, templates, improvements and derivative works. Client retains ownership of Client Data and any materials it submits. Provider is granted a limited license to use Client Data solely to provide the Platform and to comply with this Agreement.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations. Provider warrants that it will provide the Platform materially in accordance with Provider's documentation. EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. INDEMNIFICATION

Client will defend, indemnify and hold harmless Provider from claims arising out of Client Data, Client's breach of the Agreement, or Client's breach of law. Provider will defend, indemnify and hold harmless Client from claims alleging that the Platform, when used as permitted, infringes third-party intellectual property rights; Provider's indemnity obligation is subject to Client providing prompt notice and reasonable cooperation.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES WILL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

11. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section. Either Party may terminate for material breach if the breaching Party fails to cure within thirty (30) days after written notice. Provider may suspend or terminate access immediately for Client's unauthorized use or failure to pay undisputed fees. Upon termination, Provider will disable Client's access and, subject to any data retention obligations, may delete Client Data after a commercially reasonable period.

12. NOTICES

All notices under this Agreement must be in writing and delivered to the addresses below by certified mail, nationally recognized courier, or personal delivery, and will be effective upon receipt.

13. AMENDMENTS; WAIVER

No modification, amendment or waiver of any provision of this Agreement will be effective unless in a writing signed by authorized representatives of both Parties. No failure or delay in exercising any right will operate as a waiver of that right.

14. GOVERNING LAW; VENUE

This Agreement will be governed by and construed in accordance with the laws of the jurisdiction chosen below, without regard to conflict of law principles. Each Party consents to the exclusive jurisdiction and venue of the state and federal courts located in that jurisdiction for any dispute arising out of this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with any exhibits or schedules referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together constitute one instrument.

ADDITIONAL PROVISIONS

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