Legal Program Terms Agreement

LEGAL PROGRAM TERMS AGREEMENT

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

RECITALS

WHEREAS, Client seeks to obtain and Provider offers a defined program of legal services, education, and operational support governed by the terms set forth in this Agreement; and

WHEREAS, Provider has the experience, personnel, and systems necessary to deliver the Program Services described below and will perform such services in accordance with applicable professional standards; and

WHEREAS, Client and Provider desire to set forth the parties' respective rights and obligations with respect to the program and its administration.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Program Services" means the legal advisory, document drafting, training, compliance review, and other services described in Section 2. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

2. PROGRAM SERVICES

2.1 Scope. Provider will provide Program Services as described:

2.2 Modifications. Material changes to the scope of Program Services require a written amendment executed by both parties. Provider may propose non-material adjustments to scheduling and methods of delivery so long as the level of service is not reduced.

3. TERM; TERMINATION

3.1 Term. The initial term of this Agreement shall commence on Effective Date and shall continue for Term Length: unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within 30 days after receipt of written notice describing the breach with reasonable particularity.

3.3 Effect of Termination. Upon termination Client shall pay Provider for all services performed and non‑cancelable commitments made through the effective date of termination. Sections containing confidentiality, indemnification, limitation of liability, and payment obligations shall survive termination.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay the fees set forth below. Base Program Fee:

Monthly Quarterly Annual

4.2 Invoicing; Taxes. Provider will invoice Client in accordance with the payment schedule. Client shall pay all invoices in full within 30 days of invoice date. Client is responsible for any taxes or assessments imposed on payments hereunder, excluding taxes based on Provider's net income.

5. CONFIDENTIALITY

5.1 Confidential Obligations. Each party shall maintain the other party's Confidential Information in strict confidence and shall not disclose or use such information except as necessary to perform obligations under this Agreement or as required by law.

5.2 Exceptions. Information shall not be deemed Confidential Information to the extent it is or becomes generally available to the public other than through a breach of this Agreement, or is known to the receiving party prior to disclosure as evidenced by written records.

6. INTELLECTUAL PROPERTY

6.1 Preexisting Materials. Each party retains all right, title and interest in and to its preexisting intellectual property. Provider grants Client a non-exclusive, non-transferable license to use Provider Materials solely for Client's internal use in connection with the Program Services during the term.

6.2 Work Product. Unless otherwise agreed in writing, Provider grants to Client a perpetual, non-exclusive, worldwide license to use deliverables prepared specifically for Client under this Agreement, subject to payment in full and compliance with license restrictions described herein.

7. DATA SECURITY

7.1 Security Measures. Provider will implement and maintain administrative, technical, and physical safeguards reasonably designed to protect Client Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access.

7.2 Breach Response. Provider will notify Client promptly upon becoming aware of any unauthorized access to Client Data and will cooperate with client in investigating and responding to such incident, consistent with applicable law.

8. REPRESENTATIONS; WARRANTIES; DISCLAIMERS

8.1 Mutual Representations. Each party represents it has the full corporate or organizational authority to enter into this Agreement and perform its obligations hereunder.

8.2 Provider Warranty. Provider warrants that Program Services will be performed in a professional and workmanlike manner in accordance with generally accepted professional standards. Client's sole and exclusive remedy for breach of the warranty in this Section shall be re-performance of the nonconforming services or, if Provider cannot or does not re-perform within a reasonable period, a refund of fees paid for the deficient services.

8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Aggregate Cap. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, FRAUD, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INDEMNIFICATION

10.1 Provider Indemnity. Provider shall defend, indemnify and hold Client harmless from and against any third‑party claims alleging that Provider Materials or services infringe a third party's intellectual property rights, provided Client notifies Provider promptly and cooperates in the defense.

10.2 Client Indemnity. Client shall indemnify and hold Provider harmless from and against claims arising from Client's misuse of deliverables, Client Data, or Client's failure to obtain necessary consents required for Provider to perform the Program Services.

11. NOTICES

11.1 Method. All notices required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by certified mail, or sent by nationally recognized overnight courier to the addresses below or to such other address as either party designates by notice.

12. AMENDMENT; WAIVER

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

12.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right unless the waiver is in writing and signed by the waiving party.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

14.1 Entire Agreement. This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

14.2 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.

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

15. MISCELLANEOUS

15.1 Independent Contractors. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Each party is responsible for its own taxes and employment obligations.

15.2 Insurance. Provider shall maintain professional liability insurance in amounts customary for the nature of the services provided and shall provide proof of such insurance upon Client's reasonable request.

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