Legal SaaS OF Agreement

LEGAL SAAS OF AGREEMENT

This Legal SaaS OF Agreement ("Agreement") is made as of by and between Provider Name: , organized as , with principal place of business at ; and Customer Name: , with principal place of business at .

Recitals

WHEREAS, Provider is engaged in the business of licensing hosted software, providing related professional services and support, and maintains Documentation and operational infrastructure necessary to deliver the Services described below; and

WHEREAS, Customer desires to obtain from Provider, and Provider desires to provide to Customer, access to and use of Provider's software-as-a-service offering and related services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement govern the parties' rights and obligations with respect to the Services, fees, confidentiality, intellectual property and other matters set forth herein.

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

1. Definitions

1.1 "Services" means the hosted software solution, online platform, and related maintenance, support and professional services to be provided by Provider as further described in the Statement of Services below and in the Documentation.

1.2 "Documentation" means Provider's published user guides, technical specifications, and online help materials pertaining to the Services as updated from time to time.

1.3 "Customer Data" means all electronic data and information submitted by Customer or on Customer's behalf to the Services.

2. License Grant and Use

2.1 License. Subject to Customer's compliance with this Agreement and payment of Fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services and Documentation during the Term solely for Customer's internal business purposes.

2.2 Restrictions. Customer shall not (a) copy, modify, create derivative works of, or reverse engineer the Services; (b) resell, distribute or make the Services available to third parties except as expressly permitted in writing; or (c) use the Services to develop competing products or services.

3. Services; Statement of Work

Provider will use commercially reasonable efforts to make the Services available 24 hours a day, seven days a week, except for scheduled maintenance and events beyond Provider's reasonable control. Scheduled maintenance will be notified to Customer in advance where practicable.

Service credits, if any, shall be Customer's sole and exclusive remedy for any failure to meet any service level commitments expressly set forth in an applicable Statement of Services.

4. Fees and Payment

Customer shall pay Provider the fees set forth in the applicable invoice or order form. All Fees are non-refundable except as expressly provided in this Agreement.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by applicable law. All Fees are exclusive of taxes; Customer is responsible for any taxes assessed on amounts paid hereunder, other than taxes based on Provider's net income.

5. Term and Termination

5.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for months, and shall renew automatically for successive renewal terms of equal length unless either party gives written notice of non-renewal at least days prior to the end of the then-current term.

5.2 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of the breach.

5.3 Effect of Termination. Upon termination, Customer shall cease all use of the Services. Provider will, at Customer's written request made within thirty (30) days after termination and subject to payment of any outstanding Fees, make available a copy of Customer Data for export in a commonly used format, after which Provider may permanently delete Customer Data.

6. Confidentiality

Each party shall maintain the other's Confidential Information in confidence, using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; shall not use Confidential Information except as necessary to perform its obligations under this Agreement; and shall not disclose Confidential Information to third parties except to its employees, contractors and advisors on a need-to-know basis and subject to obligations of confidentiality no less protective than those set forth herein.

Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Agreement or that is independently developed by the receiving party without use of the disclosing party's Confidential Information.

7. Data Protection and Security

Provider shall implement and maintain administrative, physical and technical safeguards designed to protect the security, confidentiality and availability of Customer Data. Provider will notify Customer without undue delay upon becoming aware of a security incident affecting Customer Data and shall cooperate with Customer's reasonable requests to investigate and remediate the incident. Provider shall notify Customer within hours of discovery of any unauthorized access materially affecting Customer Data.

8. Intellectual Property

Provider retains all right, title and interest in and to the Services, Documentation and Provider's underlying technology, including all modifications and derivative works thereof. Customer retains all right, title and interest in and to Customer Data. No ownership rights are conveyed by this Agreement except for the limited license expressly stated herein.

9. Warranties and Disclaimers

9.1 Limited Warranty. Provider warrants that it will perform the Services materially in accordance with the Documentation. For any breach of this warranty, Customer's sole and exclusive remedy is the correction of the nonconformity or termination of the affected Service and refund of prepaid fees for the affected period.

9.2 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10. Indemnification

10.1 Provider Indemnity. Provider shall defend Customer against any third party claim alleging that the Services, as provided by Provider, infringe a third party's intellectual property rights, and shall indemnify Customer for damages finally awarded against Customer; provided that Customer (a) promptly notifies Provider in writing of any claim; (b) gives Provider sole control of the defense and settlement; and (c) provides reasonable assistance and cooperation.

10.2 Customer Indemnity. Customer shall indemnify Provider against any claim arising from Customer Data, Customer's use of the Services in breach of this Agreement, or Customer's violation of applicable law.

11. Limitation of Liability

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

12. Audit and Records

Provider may retain records relevant to performance and billing. Customer may, upon reasonable notice and during normal business hours, inspect Provider's records relating to Customer's use of the Services solely to verify compliance with this Agreement; such inspection shall be at Customer's expense and not more frequently than once every twelve (12) months.

13. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may specify in accordance with this Section.

14. Amendments; Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver of that right.

15. Governing Law

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

16. Entire Agreement

This Agreement, together with any order forms, statements of services and attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.

17. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be interpreted to effectuate the parties' intent to the greatest extent permitted by law.

18. Counterparts and Electronic Signatures

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 exchanged by electronic means (including scanned signatures or electronic signature platforms) shall be binding as originals.

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