Legal Processing Agreement

LEGAL PROCESSING AGREEMENT

This Legal Processing Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , Entity Type: , principal place of business at (hereinafter "Client"); and Processor Name: , Entity Type: , principal place of business at (hereinafter "Processor").

RECITALS

WHEREAS, Client possesses legal materials, electronic data and documents and requires specialized processing, indexing, conversion and preparation of such materials for litigation, regulatory, transactional or other legal purposes;

WHEREAS, Processor has the technical capability, personnel, facilities and processes to perform document and data processing, review platform ingestion, deduplication, OCR, metadata extraction and related services in accordance with legal and security obligations; and

WHEREAS, the parties desire to set forth the terms and conditions under which Processor will provide such services to Client.

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

1. DEFINITIONS

1.1 "Processing Services" means the document and data processing, conversion, indexing, optical character recognition, metadata extraction, data culling, de-duplication, forensic imaging, review platform preparation and related tasks described in Section 2 and in the Scope of Work.

1.2 "Confidential Information" means non-public business, technical, legal or financial information disclosed by one party to the other, including documents and data processed under this Agreement, excluding only information that is or becomes publicly available through no fault of the recipient.

2. SCOPE OF SERVICES

2.1 Services to be performed by Processor shall include those tasks set forth in the Scope of Work. Scope of Work (describe in detail):

2.2 Processor shall perform the Processing Services in a professional and workmanlike manner in accordance with industry standards and any reasonable technical specifications provided by Client. Processor shall maintain sufficient personnel, equipment and facilities to perform the Services.

2.3 Start Date: . Estimated Completion: .

3. CLIENT OBLIGATIONS

3.1 Client shall provide Processor with timely access to all documents, data, and information reasonably necessary for Processor to perform the Services and shall notify Processor of any legal hold, confidentiality obligations or privileged materials.

3.2 Client warrants that it has the authority to disclose materials to Processor for the purposes contemplated by this Agreement and shall be responsible for redaction or privilege designations unless otherwise agreed in writing.

4. FEES AND PAYMENT

4.1 Client shall pay Processor fees in accordance with the Fee Schedule. Fee Summary or flat fee: . Additional charges for expedited work, storage, media, third-party services and extraordinary processing shall be billed as incurred.

4.2 Payment Terms: . Late payments shall incur interest at the lesser of 1.5% per month or the maximum permitted by law.

5. CONFIDENTIALITY

5.1 Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose such information to any third party except as required for performance of this Agreement, subject to confidentiality obligations consistent with industry standards.

5.2 Processor shall ensure that its personnel, subcontractors and agents who have access to Confidential Information are bound by confidentiality obligations at least as protective as those set forth herein. Processor shall be responsible for breaches of confidentiality by its subcontractors.

6. DATA PROTECTION AND SECURITY

6.1 Processor shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the data to protect against unauthorized access, disclosure, alteration or destruction. Such measures shall include, where applicable, encryption in transit and at rest, access controls, logging and regular security assessments.

6.2 In the event of a confirmed security incident or unauthorized disclosure of Client data, Processor shall notify Client without undue delay, cooperate in remediation, and, at Client's direction, provide reasonable assistance in breach response and notification to affected parties and regulators.

7. WARRANTIES; DISCLAIMER

7.1 Processor warrants that the Services will be performed in a professional manner consistent with prevailing industry standards. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the deficient Services or, if re-performance is not commercially practicable, a refund of amounts paid for the deficient Services.

7.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROCESSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Processor shall indemnify, defend and hold Client harmless from any third-party claims arising out of Processor's negligent performance of the Services or Processor's material breach of this Agreement, provided that Client gives prompt written notice of any claim, allows Processor to control the defense and cooperates in the defense.

8.2 Client shall indemnify, defend and hold Processor harmless from claims arising from Client's provision of defective, privileged or unlawfully obtained materials or Client's violation of applicable law in connection with the Services.

9. LIMITATION OF LIABILITY

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROCESSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. TERM; TERMINATION

10.1 This Agreement shall commence on the Effective Date and shall continue for an initial term of , unless earlier terminated as provided herein. Thereafter the Agreement shall continue until completion of the Services unless terminated.

10.2 Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice. Termination shall not relieve Client of the obligation to pay for Services performed and costs incurred prior to termination.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier or email (provided confirmation of receipt is retained). Notices shall be deemed given upon delivery or three (3) business days after deposit with the postal service.

12. MISCELLANEOUS

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

12.2 Entire Agreement: This Agreement, together with any attached Schedules and the Scope of Work, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings, whether written or oral.

12.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed and the remainder of the Agreement shall remain in full force and effect.

12.4 Amendments; Waiver: Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. No waiver shall be effective unless in writing signed by the party granting the waiver.

12.5 Counterparts; Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures transmitted by electronic means shall be binding.

EXECUTION

The parties, intending to be legally bound, have caused their duly authorized representatives to execute this Agreement as of the Effective Date.

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