Legal Processing Document

LEGAL PROCESSING DOCUMENT

This Legal Processing Agreement (the "Agreement") is entered into as of Effective Date: , by and between Processor Name: with principal place of business at Processor Address: , and Client Name: with principal place of business at Client Address: . Processor and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Processor provides document processing, conversion, storage, retrieval, filing and related chain-of-custody services and possesses the personnel, systems, facilities and procedures necessary to perform such services in compliance with applicable law and accepted professional standards; and

WHEREAS, Client desires to engage Processor to perform certain legal document processing services under the terms and conditions set forth in this Agreement, and Processor agrees to perform such services for Client subject to the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Processed Documents" means all physical and electronic documents, records, files, data and materials provided by Client to Processor for processing, storage, conversion, retrieval, filing or other services under this Agreement.

1.2 "Services" means the legal document processing services described in Section 2, including any Deliverables, reports and supporting documentation produced by Processor.

1.3 "Confidential Information" means any non-public information disclosed by one Party to the other relating to the business, operations, clients, pricing, Processed Documents or systems of the disclosing Party, whether disclosed orally, visually, in writing or by electronic means.

2. SCOPE OF SERVICES

2.1 Processor shall perform the Services described in the statement of services below and any mutually executed work orders. Processor will exercise commercially reasonable care, skill and diligence consistent with industry standards in performing the Services and shall comply with all applicable laws, regulations and court rules in the performance of its obligations.

2.2 Processor shall maintain a documented chain-of-custody for physical materials and shall employ reasonable technical and organizational measures to protect electronic materials. Processor is authorized to subcontract performance of specific tasks provided that Processor remains responsible for compliance with this Agreement.

3. DELIVERY, ACCEPTANCE AND REJECTION

3.1 Processor shall deliver Deliverables in accordance with the schedule agreed in the Statement of Services. Client shall have a period of ten (10) business days from receipt to inspect and either accept or reject Deliverables in writing. Rejection shall specify nonconformities with reasonable detail.

3.2 If Client timely rejects Deliverables for failure to conform to specifications, Processor shall, at its expense, correct or re-perform the nonconforming Services. If Processor fails to cure within a reasonable time, Client may (a) accept corrected Deliverables, or (b) terminate the applicable work order for cause under Section 10.

4. FEES AND PAYMENT

4.1 Client shall pay Processor the fees set forth in the applicable work order. Fees are exclusive of applicable taxes, which shall be paid by Client unless Client is exempt and provides valid documentation.

4.2 Invoices are due within thirty (30) days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall reimburse Processor for reasonable collection costs, including attorneys' fees, for overdue sums.

5. CONFIDENTIALITY

5.1 Each Party shall hold Confidential Information of the other in strict confidence and shall not disclose such information to third parties except as necessary to perform its obligations under this Agreement or as required by law. A receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

6. DATA PROTECTION AND SECURITY

6.1 Processor shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the Processed Documents, including encryption in transit and at rest, access controls, periodic vulnerability assessments and employee training.

6.2 In the event of a confirmed security breach affecting Client data, Processor shall notify Client without undue delay and, no later than seventy-two (72) hours after discovery, provide written details of the incident, the data affected, actions taken, and recommended remedial measures. Processor shall cooperate with Client in investigation and mitigation.

7. RECORDS AND AUDIT

7.1 Processor shall maintain accurate records regarding the performance of Services and access to Processed Documents. For audit purposes, Client may request copies of relevant records and documentation during normal business hours upon at least ten (10) business days' prior written notice.

7.2 Auditor access shall be subject to reasonable confidentiality protections, and Client shall reimburse Processor for reasonable incremental costs of accommodating an audit when the audit is not the result of Processor's material breach.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Client represents that it has lawful rights to provide the Processed Documents to Processor and that doing so will not cause Processor to violate any law or third-party right.

8.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROCESSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Client shall indemnify, defend and hold Processor harmless from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement, Client-provided instructions, or Client's violation of law.

9.2 Processor shall indemnify Client for third-party claims to the extent arising from Processor's gross negligence or willful misconduct in performing the Services. Neither Party shall be liable for incidental, indirect, special, punitive or consequential damages, except for liability arising from willful misconduct or a Party's indemnification obligations.

9.3 Except for a Party's indemnification obligations or willful misconduct, a Party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Processor under the applicable work order in the twelve (12) months preceding the claim.

10. TERM AND TERMINATION

10.1 This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section. Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured thirty (30) days after written notice.

10.2 Either Party may terminate for convenience upon sixty (60) days' prior written notice. Termination shall not relieve Client of obligations to pay fees for Services performed prior to the effective date of termination.

11. EFFECTS OF TERMINATION

11.1 Upon termination, Processor shall, at Client's election, return or securely destroy, in accordance with documented procedures and applicable law, Processed Documents within a reasonable period. If Client requests return, Client shall pay reasonable shipping and handling costs.

11.2 Termination shall not affect any rights or obligations accrued prior to termination, including payment obligations and survival of confidentiality, indemnity and limitation provisions.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery and shall be effective upon receipt.

13. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. A waiver of any default shall not constitute a waiver of any other default.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

15. ENTIRE AGREEMENT

This Agreement, together with any work orders executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that comes closest to the Parties' intent.

17. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

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