Legal Playbook Contract

LEGAL PLAYBOOK CONTRACT

This Legal Playbook Contract (the "Agreement") is made effective as of Effective Date: , by and between Provider Name: , with principal place of business at: , and Client Name: , with principal place of business at: .

RECITALS

WHEREAS, Provider develops, maintains and supplies documented legal processes, templates, checklists and playbooks for use in legal operations, compliance, and transactional workflows (collectively, the "Playbook Materials"); and

WHEREAS, Client desires to obtain from Provider a deliverable consisting of the Legal Playbook described in Section 2 below for use by Client's in-house legal team and affiliated entities, and Provider is willing to deliver such Playbook under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to define ownership, permitted uses, confidentiality obligations, fees, and other rights and remedies with respect to the Playbook Materials.

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

1. Definitions

1.1 "Playbook" means the compilation of protocols, templates, flowcharts, guidance notes, training materials and other deliverables specifically identified in Exhibit A (Deliverables) and delivered by Provider to Client pursuant to this Agreement.

1.2 "Confidential Information" means non-public information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. Scope of Services and Deliverables

2.1 Provider shall develop and deliver to Client the Playbook described below and in the Deliverables exhibit. Delivery shall include editable source files, a PDF master copy, and up to the number of hours of onboarding support set forth in Section 2.3.

2.2 Acceptance. Client will have a period of ten (10) business days from delivery to review the Playbook and either accept it in writing or provide a written list of reasonably detailed material deficiencies. Provider will use commercially reasonable efforts to cure any such deficiencies within a commercially reasonable time.

3. Fees and Payment

3.1 Fees. In consideration for the Services, Client shall pay Provider the fees set forth below. Unless otherwise specified, fees are due within thirty (30) days of invoice.

3.2 Taxes and Expenses. Client is responsible for applicable taxes and agreed out-of-pocket expenses incurred by Provider in performance of the Services, unless Provider is required by law to collect such taxes.

4. Intellectual Property; License

4.1 Ownership. Provider shall retain all right, title and interest in and to Provider's pre-existing materials and any general know-how, methodologies, concepts and tools used or developed in connection with the Services (collectively, "Provider IP"). Client shall retain ownership of its Confidential Information and any Client-provided materials.

4.2 License to Client. Subject to Client's timely payment of all fees and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable, non-sublicensable license to use the final delivered Playbook internally for Client's business purposes, including by its subsidiaries and affiliates identified in writing to Provider, for the Term. Client shall not distribute, publish, resell, sublicense or otherwise exploit the Playbook outside the permitted internal uses without Provider's prior written consent.

5. Confidentiality

5.1 Each party agrees to hold the other party's Confidential Information in strict confidence, to use it solely for the purposes of performing under this Agreement, and to disclose it only to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

5.2 Exclusions. Confidential Information does not include information that is (a) already known to the receiving party without obligation of confidentiality, (b) publicly available through no fault of the receiving party, (c) rightfully received from a third party without restriction, or (d) independently developed without reference to the disclosed information.

6. Warranties; Disclaimers

6.1 Provider warrants that the Playbook will materially conform to the specifications set out in the Deliverables for a period of thirty (30) days after Acceptance. Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be correction of the non-conforming Deliverable or, at Provider's option, a refund of fees paid for the affected Deliverable.

6.2 EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PLAYBOOK IS PROVIDED "AS IS." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. Indemnification

7.1 By Provider. Provider will defend, indemnify and hold Client harmless from any third-party claim to the extent that it alleges the Playbook, as delivered, infringes a valid U.S. patent, copyright or trademark, provided Client gives Provider prompt notice, sole control of the defense and assistance at Provider's expense. Provider's obligations do not apply to the extent the claim arises from Client modifications, Client data, or use in combination with third-party products.

7.2 By Client. Client will defend, indemnify and hold Provider harmless from third-party claims arising from Client's use or distribution of the Playbook in violation of this Agreement.

8. Limitation of Liability

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

9. Term and Termination

9.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated in accordance with this Section.

9.2 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' written notice of a material breach if the breaching party fails to cure the breach within the notice period.

9.3 Effect of Termination. Upon termination, Client shall cease all use of any Provider IP not expressly licensed hereunder and return or destroy Provider Confidential Information. Termination does not relieve Client of its obligation to pay fees for Services performed prior to termination.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice. Notices are effective upon personal delivery, three (3) business days after deposit in certified mail, return receipt requested, or one (1) business day after delivery by nationally recognized overnight courier.

11. Amendments; Waiver; Assignment; Counterparts

11.1 Amendment. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

11.2 Waiver. No failure or delay by either party in exercising any right will operate as a waiver of that right.

11.3 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or similar corporate transaction.

11.4 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one instrument. Signatures transmitted by electronic means (including PDF) are binding.

12. Governing Law; Severability; Entire Agreement

12.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state identified below, without regard to conflict of law principles.

12.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

12.3 Entire Agreement. This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications.

13. Miscellaneous Provisions

13.1 Relationship of the Parties. Provider and Client are independent contractors. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship.

13.2 Survival. Provisions that by their nature should survive termination or expiration of this Agreement, including Sections 4, 5, 7, 8, 12 and this Section 13, will survive.

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