Legal Reporting Services Agreement

LEGAL REPORTING SERVICES AGREEMENT

This Legal Reporting Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: with Principal Place of Business: , and Client Name: with Principal Place of Business: .

RECITALS

WHEREAS, Service Provider has expertise in compiling, analyzing and delivering legal reports, compliance summaries, incident reports and related deliverables (collectively, "Reports"); and

WHEREAS, Client desires to engage Service Provider to provide the Reports described in this Agreement and Service Provider is willing to provide such Reports under the terms and conditions set forth herein; and

WHEREAS, the parties intend for the Reports to assist Client in regulatory compliance, internal governance, or litigation preparedness as specified in the Scope of Services below.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the compilation, analysis, preparation and delivery of Reports, including investigative summaries, compliance monitoring reports, and other written or electronic deliverables described in Section 2. 1.2 "Confidential Information" has the meaning set forth in Section 6.

2. SCOPE OF SERVICES

2.1 Services. Service Provider shall provide the Services described in the Statement of Work below and any appendices incorporated by reference. Service Provider will perform Services in a professional and workmanlike manner consistent with industry standards for legal reporting services.

3. DELIVERABLES AND SCHEDULE

3.1 Delivery. Service Provider shall deliver Reports in accordance with the schedule set forth in the Statement of Work. Time is of the essence with respect to any deadlines expressly stated in writing.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay Service Provider fees as set forth below. Unless otherwise agreed in writing, fees are exclusive of applicable taxes and reasonable out-of-pocket expenses which Client shall reimburse.

5. TERM AND TERMINATION

5.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of unless earlier terminated as provided herein.

5.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

5.3 Termination for Cause. Either party may terminate for material breach if such breach remains uncured thirty (30) days after written notice specifying the breach.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature.

6.2 Obligations. Receiving party shall (a) restrict disclosure to its employees, contractors or agents who have a need to know and are subject to confidentiality obligations; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) exercise at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care.

6.3 Exclusions. Confidential Information does not include information that is: (a) publicly available other than by breach; (b) already in receiving party's possession prior to disclosure; (c) rightfully received from a third party without restriction; or (d) independently developed without use of the disclosing party's Confidential Information.

7. DATA SECURITY AND PRIVACY

Service Provider shall implement and maintain appropriate administrative, technical and physical safeguards to protect Client data used or produced in connection with the Services, consistent with industry standards. In the event of a security incident affecting Client data, Service Provider shall notify Client without undue delay and cooperate in mitigation, investigation and regulatory response as reasonably requested by Client.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing methodologies, templates, tools and intellectual property. Client shall own the final Reports delivered to Client and any Client-specific work product provided payment in full has been made.

8.2 License. Service Provider grants Client a non-exclusive, non-transferable, royalty-free license to use any Service Provider materials incorporated in the Reports solely for Client's internal business purposes.

9. WARRANTIES; DISCLAIMER

9.1 Mutual Warranties. Each party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement.

9.2 Service Provider Warranty. Service Provider warrants that it will perform Services in a professional manner consistent with applicable industry standards. Client's exclusive remedy and Service Provider's sole obligation for breach of this warranty shall be re-performance of the deficient Services at no additional charge or, if Service Provider cannot reasonably cure, a refund of fees paid for the deficient Services.

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

10. INDEMNIFICATION

10.1 Provider Indemnity. Service Provider shall indemnify, defend and hold Client harmless from and against any third-party claims arising out of Service Provider's gross negligence or willful misconduct in the performance of the Services.

10.2 Client Indemnity. Client shall indemnify, defend and hold Service Provider harmless from and against claims arising from Client-provided data, instructions, or use of the Reports in a manner inconsistent with this Agreement.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. INSURANCE

Service Provider shall maintain professional liability insurance in commercially reasonable amounts and upon request shall provide certificates evidencing such coverage.

13. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations and professional standards in performing its obligations under this Agreement.

14. RECORDS; AUDIT

Service Provider shall retain adequate records related to its performance of the Services for a period of three (3) years. Client or its designated auditor may inspect such records upon reasonable prior notice and during normal business hours to verify compliance with this Agreement.

15. NOTICES

All notices 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 may designate by written notice.

16. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay to enforce any provision shall not constitute a waiver of that provision.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles.

18. ENTIRE AGREEMENT; SEVERABILITY

This Agreement (including any Statement of Work and appendices) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. COUNTERPARTS; ELECTRONIC SIGNATURES

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

20. MISCELLANEOUS

The parties acknowledge that Service Provider may use subcontractors, provided Service Provider remains responsible for their performance. Headings are for convenience only and do not affect interpretation.

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