Legal Red Cloud Agreement

LEGAL RED CLOUD AGREEMENT

This Legal Red Cloud Agreement ("Agreement") is entered into as of between Provider Name: organized under the laws of with principal place of business at , and Client Name: organized under the laws of with principal place of business at .

RECITALS

WHEREAS, Provider operates a cloud-based legal software and services platform branded as "Red Cloud" that provides data storage, document management, workflow automation and related professional services; and

WHEREAS, Client desires to engage Provider to provide certain Red Cloud services, and Provider is willing to provide such services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the provision, use, protection and licensing of the services and any Client Data processed in connection therewith.

NOW, THEREFORE

In consideration of the mutual promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the Red Cloud software-as-a-service offerings, configurations, professional services and related support described in Section 2 and in the Services Description below. 1.2 "Client Data" means all electronic data and content uploaded or submitted by Client to the Services. 1.3 "Confidential Information" means information that a party treats as confidential and that is disclosed in connection with this Agreement, including Client Data, pricing, and non-public technical information.

2. SERVICES

2.1 Scope. Provider shall provide the Services described in the Services Description that is set forth below and any statement of work executed by the parties. Provider will provide the Services in a professional manner consistent with industry standards.

2.2 Service Start Date: . Any changes to scope shall be documented in a written change order signed by both parties.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth for the Services. Fees are exclusive of taxes. Unless otherwise agreed, fees are due within thirty (30) days of invoice.

4. TERM AND TERMINATION

4.1 Term. The initial term shall be for months from the Service Start Date and shall automatically renew for successive periods unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4.2 Termination for Material Breach. Either party may terminate this Agreement for a material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

4.3 Effect of Termination. Upon termination, Provider shall cease providing Services and shall return or, at Client's direction, securely destroy Client Data in accordance with Section 13. Termination shall not relieve Client of its obligation to pay accrued fees.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each party agrees to hold Confidential Information of the other party in strict confidence, to use such Confidential Information only for the purposes of performing under this Agreement, and to restrict disclosure to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.2 Exceptions. Confidential Information does not include information that is (a) publicly available through no fault of the receiving party; (b) rightfully obtained by the receiving party from a third party without obligation of confidentiality; or (c) independently developed without reference to the confidential materials.

6. DATA SECURITY AND PRIVACY

6.1 Data Protection. Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the nature of the Client Data and the Services, consistent with industry standards for cloud service providers.

6.2 Breach Notification. Provider will notify Client of any confirmed unauthorized access to Client Data promptly and in any event no later than hours after discovery and will provide details of the incident, mitigation steps and recommended actions.

7. INTELLECTUAL PROPERTY

7.1 Provider IP. Provider retains all right, title and interest in and to Provider's technology, software, documentation and improvements developed or provided under this Agreement, and nothing herein transfers ownership of such Provider IP to Client.

7.2 Client IP. Client retains all right, title and interest in and to Client Data. Provider is granted a limited, revocable, nonexclusive license to use Client Data solely to provide the Services under this Agreement.

8. WARRANTIES; DISCLAIMER

8.1 Mutual Warranties. Each party warrants that it has the full right and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Provider Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner in accordance with industry standards. Client's exclusive remedy for breach of this warranty shall be re-performance of the defective Services or, if Provider is unable to re-perform, a refund of fees attributable to the deficient portion of the Services.

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

9. INDEMNIFICATION

9.1 By Provider. Provider shall defend, indemnify and hold Client harmless from any third-party claim alleging that the Services, as provided and used in accordance with this Agreement, infringe a third party's intellectual property rights; provided that Client provides prompt written notice of the claim and cooperates in the defense.

9.2 By Client. Client shall defend, indemnify and hold Provider harmless from claims arising out of Client Data, Client's misuse of the Services, or Client's breach of applicable law.

10. LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or a party's indemnification obligations, in no event shall either party's aggregate liability for claims arising from or related to this Agreement exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

11. SERVICE LEVELS; REMEDIES

Provider will use commercially reasonable efforts to provide Services with an uptime of . In the event of failure to meet the uptime commitment, Client may be eligible for service credits as specified in any applicable service level schedule.

12. AUDIT RIGHTS

Client may, upon reasonable notice and not more than once annually, audit Provider's policies and procedures as they relate to Client Data and security, provided that any such audit is on commercially reasonable terms and subject to confidentiality obligations.

13. TRANSITION ASSISTANCE

Upon expiration or termination for any reason, Provider shall provide reasonable transition assistance for a period of at rates of per hour, unless otherwise agreed in writing. Provider shall return Client Data in a commonly used electronic format.

14. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice to the other.

15. GOVERNING LAW; VENUE

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any attachments, exhibits and any executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure to enforce any right shall not constitute a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original, and signatures delivered by electronic means shall be binding.

18. MISCELLANEOUS

The parties acknowledge that monetary damages may be an insufficient remedy for breach of confidentiality or intellectual property obligations and that injunctive relief may be appropriate. The parties are independent contractors and nothing in this Agreement creates a partnership or agency relationship.

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