Legal Reconnect Agreement

LEGAL RECONNECT AGREEMENT

This Legal Reconnect Agreement ("Agreement") is made and entered into as of Effective Date: by and between Party A: whose principal place of business is , and Party B: whose principal place of business is .

RECITALS

WHEREAS, the parties entered into a prior agreement identified as dated (the "Prior Agreement"), which governed certain services and obligations; and

WHEREAS, the parties have agreed to reinstate or reconnect certain services, data exchanges, access rights, and commercial relationships described herein on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, schedule, fees, and risk allocation for such reconnection and to supersede certain provisions of the Prior Agreement as expressly provided below.

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

1. DEFINITIONS

1.1 "Reconnection Services" means the activities, technical work, data transfer, and business processes to be performed to restore the services identified in Section 2. "Reconnected Services" means the particular services listed in the Scope of Reconnection. Additional defined terms used in this Agreement shall have the meanings set forth in the context in which they are used.

2. SCOPE OF RECONNECTION

2.1 Scope. Party A shall provide and Party B shall receive the Reconnection Services described in the Scope of Reconnection below. The parties shall adhere to the schedule and deliverables set forth in that description.

3. TERM AND SCHEDULE

3.1 Effective and Reconnection Dates. The Effective Date is the date set forth above. The parties agree that reconnection activities shall commence on or about and shall be completed no later than , subject to adjustments by mutual written agreement.

3.2 Extension for Cause. Either party may request an extension for reasons beyond reasonable control, provided the requesting party gives prompt written notice describing the cause and the anticipated duration of the delay.

4. FEES, EXPENSES, AND PAYMENT

4.1 Fees. In consideration for Reconnection Services, Party B shall pay Party A the fees set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

4.2 Late Payment. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Party B shall be responsible for reasonable collection costs, including attorneys' fees.

5. RESPONSIBILITIES AND COOPERATION

5.1 Mutual Cooperation. Each party shall designate a project manager to coordinate activities, provide timely access to personnel and systems, and perform responsibilities set forth in the Scope of Reconnection. Failure to cooperate shall excuse the other party's nonperformance to the extent impacted.

5.2 Change Orders. Material changes to the Scope of Reconnection shall be memorialized in a written change order signed by authorized representatives of both parties and shall include any adjustments to fees and schedule.

6. DATA RECONCILIATION, SECURITY, AND TRANSFER

6.1 Data Hand-off. If data transfer is required, the parties shall follow the reconciliation plan described below. Each party represents that it has the right to transfer any data provided and that it has obtained all necessary consents.

6.2 Security. Each party shall implement and maintain commercially reasonable technical and organizational measures to protect transferred data from unauthorized access, disclosure, alteration, or destruction, consistent with industry standards.

7. CONFIDENTIALITY

7.1 Non-Disclosure. Each party shall keep confidential all non-public information received from the other party in connection with the reconnection and shall not use such information except to perform its obligations under this Agreement. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving party.

7.2 Duration. The confidentiality obligations of this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as such information qualifies as a trade secret.

8. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

8.1 Mutual Representations. Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that performance will not violate any other agreement to which it is a party.

8.2 Limited Warranty. Party A warrants that Reconnection Services will be performed in a professional and workmanlike manner consistent with generally accepted industry practices. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Indemnification by Each Party. Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party and its affiliates, officers, directors and employees (the "Indemnified Party") from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnifying Party's breach of this Agreement, (b) the Indemnifying Party's gross negligence or willful misconduct, or (c) any claim that the Indemnifying Party's data or materials infringe or misappropriate third-party intellectual property rights.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS.

10.2 Cap. Except for payment obligations, indemnification obligations, and liability for a party's willful misconduct, each party's aggregate liability under this Agreement shall not exceed the total fees actually paid or payable by Party B to Party A under this Agreement during the twelve (12) months preceding the claim.

11. INSURANCE

Each party shall maintain at its expense insurance coverage reasonably appropriate for the activities contemplated by this Agreement, including commercial general liability and cyber-liability insurance where applicable. Minimum coverage amounts (if any) may be specified here:

12. NOTICES

12.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or electronic delivery with confirmation to the addresses set forth below or to such other address as either party may designate by notice.

13. AMENDMENTS, WAIVER, SEVERABILITY, GOVERNING LAW

13.1 Amendments. No amendment or modification of this Agreement shall be binding unless in a written instrument signed by authorized representatives of both parties.

13.2 Waiver. A party's failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Waiver must be explicit and in writing.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the parties' original intent.

13.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below, without regard to conflict of law principles.

14. ENTIRE AGREEMENT; COUNTERPARTS

14.1 Entire Agreement. This Agreement, together with any exhibits or change 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 oral or written.

14.2 Counterparts. 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. Electronic signatures and facsimile or other electronic transmissions of executed signature pages shall be binding.

ADDITIONAL PROVISIONS

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