Legal Portal Agreement

Legal Portal Agreement

This Legal Portal Agreement ("Agreement") is entered into as of Effective Date: by and between Legal Portal Provider: , with principal place of business at , and Subscriber (Client): , with principal place of business at .

RECITALS

WHEREAS, Provider operates a secure online portal and related services for the storage, management, and delivery of legal documents and case information (the "Portal"); and

WHEREAS, Subscriber desires to obtain access to and use of the Portal for Subscriber's internal legal, administrative, and client-service purposes, and Provider is willing to grant such access subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to define their respective rights and obligations with respect to access, security, confidentiality, intellectual property, and fees in this Agreement.

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

1. DEFINITIONS

1.1 "Portal" means Provider's online platform, software, interfaces, and related documentation by which Subscriber may access Services. "Services" means the hosting, storage, access controls, and software functionality provided through the Portal.

1.2 "Confidential Information" means nonpublic information disclosed by one party to the other that is marked confidential or, by its nature, should reasonably be considered confidential, including but not limited to client files, legal strategies, platform source code, and personal data.

2. GRANT OF ACCESS

Provider grants Subscriber a limited, non-exclusive, non-transferable, revocable right to access and use the Portal solely for Subscriber's internal business purposes and for the benefit of Subscriber's clients, subject to the terms of this Agreement. All access is subject to authentication and authorization by Provider.

3. USER ACCOUNTS AND CREDENTIALS

Subscriber shall register Authorized Users and shall be responsible for maintaining the confidentiality of credentials issued to those users. Subscriber is responsible for all activity occurring under Subscriber's accounts. Subscriber shall immediately notify Provider in writing upon any suspected unauthorized access or loss of credentials.

4. USE RESTRICTIONS

Subscriber shall not: (a) sublicense, resell, or distribute the Portal to third parties except as expressly permitted; (b) attempt to decompile, reverse engineer, or otherwise derive source code; (c) use the Portal to engage in unlawful activities; or (d) circumvent access restrictions. Provider may suspend access upon reasonable suspicion of prohibited use.

5. DATA SECURITY AND PRIVACY

Provider shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Subscriber Data from unauthorized access, disclosure, alteration, or destruction. Provider shall promptly notify Subscriber of any confirmed security breach affecting Subscriber Data and shall take commercially reasonable steps to mitigate the effects of such breach.

6. CONFIDENTIALITY

Each party shall maintain the confidentiality of the other's Confidential Information and shall not disclose it except to its employees, affiliates, or contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. The confidentiality obligations shall not apply to information that is or becomes publicly known other than by a breach of this Agreement, that was lawfully in the receiving party's possession prior to disclosure, or that is required to be disclosed by law, provided that the receiving party gives prompt notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

7. INTELLECTUAL PROPERTY

Provider retains all right, title, and interest in and to the Portal, including all modifications, enhancements, and derivative works and all related intellectual property rights. Subscriber retains all right, title, and interest in Subscriber Data. Provider is granted a limited license to use Subscriber Data solely to provide the Services and as otherwise authorized by Subscriber.

8. FEES AND PAYMENT

Subscriber shall pay Provider the fees set forth in the ordering document or fee schedule agreed between the parties. If no fee schedule is attached, enter Monthly Fee: . Fees are due within thirty (30) days of invoice. Late payments may accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

9. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues for the initial term specified in the ordering document or for twelve (12) months if no term is specified (the "Term"). Either party may terminate this Agreement for material breach not cured within thirty (30) days after written notice. Provider may suspend Services for nonpayment after ten (10) days' notice.

Upon termination, Subscriber's access will be revoked and Provider may delete Subscriber Data after thirty (30) days, unless otherwise agreed. Sections concerning intellectual property, confidentiality, indemnity, limitation of liability, fees, and survival shall survive termination.

10. WARRANTIES; DISCLAIMER

Provider warrants that it will perform Services in a professional and workmanlike manner in accordance with generally accepted industry standards. Except as expressly set forth, Provider disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

11. LIMITATION OF LIABILITY

Except for a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special, exemplary, or consequential damages, including lost profits. Provider's aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Subscriber to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

12. INDEMNIFICATION

Subscriber shall defend, indemnify, and hold harmless Provider and its officers, directors, and employees from and against third-party claims arising out of Subscriber Data, Subscriber's use of the Portal in violation of this Agreement, or Subscriber's breach of law. Provider shall indemnify Subscriber for third-party claims that the Portal, as provided, infringes a third party's valid intellectual property rights, provided Provider is given prompt notice and sole control of the defense and settlement.

13. NOTICES

All notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the address below or to such other address as a party may designate by notice. Notices are effective upon receipt.

14. AMENDMENT; WAIVER; COUNTERPARTS

Except as provided herein, no amendment or waiver of any provision of this Agreement will be effective unless in a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right constitutes a waiver. This Agreement may be executed in counterparts, each of which constitutes an original and together the same instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: Governing State: . This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except to a successor to substantially all of its business by merger or sale of assets. Subcontracting: Provider may engage subcontractors provided Provider remains responsible for their performance and compliance with this Agreement.

ACKNOWLEDGMENT

Each party represents and warrants that (a) it has full corporate or individual power and authority to enter into this Agreement, (b) the person signing on its behalf is duly authorized, and (c) execution and delivery of this Agreement and performance of its obligations will not violate any other agreement or legal obligation.

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