Legal Repacks Agreement

LEGAL REPACKS AGREEMENT

This Legal Repacks Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: , an entity of type (select applicable) Corporation LLC Partnership Other (collectively, "Client"), and Service Provider Name: , an entity of type (select applicable) Corporation LLC Partnership Other (the "Provider"). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client requires services to repackage, consolidate, and prepare specified legal materials, files, and deliverables in a format suitable for delivery or distribution (the "Repack Services"); and

WHEREAS, Provider represents that it has the experience, personnel, processes and equipment necessary to perform the Repack Services and is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth in writing their respective rights and obligations with respect to the Repack Services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Acceptance Criteria" means the objective standards set forth in Exhibit A and any delivery-specific acceptance tests described in a Work Order. If no Acceptance Criteria are specified, Acceptance shall be deemed to occur when Client notifies Provider in writing that the Deliverables conform to the specifications or upon expiration of the Correction Period without objection.

1.2 "Deliverables" means the items, repacks, documentation, transformed files, packaging and related materials that Provider is required to deliver under this Agreement.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Repack Services described in each Work Order issued pursuant to this Agreement. Each Work Order shall identify Deliverables, formats, timelines, Acceptance Criteria, and fees. Work Orders shall be effective only if executed by authorized representatives of both Parties.

3. DELIVERY; ACCEPTANCE; CORRECTIONS

3.1 Provider shall deliver the Deliverables in accordance with the schedule in the applicable Work Order. Delivery shall be accompanied by a certificate describing the Deliverables and any test results.

3.2 Client shall have a Correction Period of days from receipt to inspect and either accept or reject Deliverables in writing. If Client rejects, Provider shall correct defects at Provider’s expense and re-submit.

4. FEES AND PAYMENT

4.1 Fees for Repack Services shall be set forth in each Work Order. Client shall pay undisputed invoices within days of invoice date. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. CONFIDENTIALITY

5.1 "Confidential Information" means nonpublic information disclosed by a Party that is marked confidential or would reasonably be considered confidential. Provider acknowledges that Client Materials (including legal files, sealed materials and privileged communications) are Confidential Information.

5.2 Each Party shall: (a) use Confidential Information only to perform obligations under this Agreement; (b) limit access to employees and subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement; and (c) implement reasonable administrative, physical and technical safeguards.

5.3 The obligations in this Section survive termination and shall remain in effect for five (5) years from disclosure; provided that trade secrets and privileged materials shall remain protected for so long as they qualify as such.

6. INTELLECTUAL PROPERTY; LICENSES

6.1 Client retains all right, title and interest in Client Materials and pre-existing intellectual property. Provider retains ownership of Provider Tools and methodologies, but grants Client a non-exclusive, perpetual, worldwide license to use any Provider-originated Deliverable for Client’s internal purposes to the extent delivered under this Agreement.

6.2 Provider warrants that the Deliverables, as delivered, do not infringe third-party intellectual property rights and that Provider has the right to grant the licenses set forth herein.

7. REPRESENTATIONS; WARRANTIES; DISCLAIMER

7.1 Each Party represents that it has the authority to enter into this Agreement. Provider represents that Services will be performed in a professional and workmanlike manner consistent with industry standards and in compliance with applicable laws.

7.2 EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising from its breach, negligence, willful misconduct, or violation of law in performing this Agreement.

8.2 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO PROVIDER UNDER THE APPLICABLE WORK ORDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. TERM; TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues for an initial term of months, thereafter renewing on successive month periods unless earlier terminated in accordance with this Section.

9.2 Termination for Cause. Either Party may terminate a Work Order or this Agreement for material breach if the breaching Party fails to cure within days after written notice. Termination shall not relieve Client of obligation to pay for Services performed through the effective date of termination.

10. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by written notice to the other Party.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver shall be effective unless in writing and signed by the waiving Party. Rights and remedies are cumulative.

11.2 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.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by Client's principal address:

12.2 Entire Agreement. This Agreement, together with all executed Work Orders and exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

13. MISCELLANEOUS

13.1 Subcontracting. Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for their performance and compliance with confidentiality and security obligations.

13.2 Records and Audit. Provider shall maintain records relating to Services and fees for a period of two (2) years and shall permit Client to audit those records upon reasonable prior notice and during normal business hours.

Sign Now