Legal SAS Agreement

LEGAL SAS AGREEMENT

This Software-as-a-Service agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: , principal place of business at Provider Address: and Client Name: , principal place of business at Client Address: . Provider and Client are each referred to herein as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Provider operates and provides a cloud-based software-as-a-service platform and related services (the "Services") for use by business customers; and

WHEREAS, Client desires to obtain access to the Services and Documentation and Provider is willing to provide access to the Services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the access, use, support, and payment for the Services.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. Definitions

1.1 "Documentation" means Provider's user guides, technical manuals and online help materials for the Services. 1.2 "Users" means individuals authorized by Client to use the Services. 1.3 "Confidential Information" means information designated as confidential or that a reasonable person would understand to be confidential under the circumstances. 1.4 Terms defined elsewhere in this Agreement have the meanings given there.

2. Grant of Access; Restrictions

2.1 Access Grant. Subject to the terms of this Agreement and timely payment of Fees, Provider hereby grants Client a limited, non-exclusive, non-transferable, revocable right during the Term to access and use the Services and Documentation solely for Client's internal business purposes and for the benefit of its Users.

2.2 Restrictions. Client will not: (a) sublicense, distribute, sell, resell or make the Services available to third parties except as expressly permitted; (b) copy, modify or create derivative works of the Services or Documentation; (c) reverse engineer or attempt to discover source code; or (d) use the Services in a manner that violates law or abuses the Services.

3. User Accounts and Client Responsibilities

Client shall (a) be solely responsible for the accuracy, completeness, and legality of Client Data and activities of Users; (b) maintain control of all user accounts including passwords and access credentials; (c) ensure Users comply with this Agreement; and (d) promptly notify Provider of any unauthorized use or security breach involving Client accounts.

4. Fees, Invoicing and Payment

4.1 Fees. Client shall pay Provider the fees set forth in the applicable Order Form or the summary below. Fee Amount: Billing Frequency:

4.2 Payments and Taxes. Provider will invoice Client in advance or as set forth in an Order Form. All amounts are exclusive of taxes; Client will pay all applicable taxes, except taxes based on Provider's net income. Late payments accrue interest at the lesser of 1.5% per month or the maximum allowed by law.

5. Term and Termination

5.1 Term. The initial term will commence on the Effective Date and continue for Initial Term (months): unless earlier terminated in accordance with this Agreement. The Agreement will automatically renew for successive renewal periods of the same length unless either Party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

5.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured 30 days after written notice specifying the breach. Provider may suspend Client's access during any payment default after 10 days' written notice.

5.3 Effect of Termination. Upon termination, all rights granted to Client terminate. Provider will, at Client's written request made within 30 days after termination, provide a copy of Client Data in standard format and then may delete Client Data thereafter.

6. Data Protection and Security

6.1 Ownership. Client retains all rights, title and interest in Client Data. Provider acquires no rights in Client Data except the limited license to host, copy and transmit Client Data as necessary to provide the Services.

6.2 Security. Provider will maintain physical, technical and administrative safeguards designed to protect Client Data against unauthorized access, use or disclosure. Provider will notify Client of any unauthorized access to Client Data within 72 hours of discovery and will cooperate with Client in remediation.

7. Intellectual Property

Provider and its licensors retain all right, title and interest in and to the Services, Documentation and Provider's Confidential Information, including all intellectual property rights. Client retains all right, title and interest in Client Data and Client's pre-existing intellectual property. Provider will not claim ownership of Client Data.

8. Confidentiality

Each Party shall: (a) treat the other Party's Confidential Information with at least the same degree of care as it affords its own confidential information, but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to those affiliates, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

9. Warranties; Disclaimers

9.1 Mutual Warranties. Each Party represents that it has the right and authority to enter into this Agreement. Provider warrants that it will perform the Services in a professional manner consistent with industry standards.

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

10. Limitation of Liability

EXCEPT FOR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. Indemnification

11.1 Provider Indemnity. Provider will defend, indemnify and hold Client harmless from third-party claims alleging that the Services infringe a third party's issued patent, copyright, or registered trademark, provided Provider is notified promptly and given sole control of the defense and settlement.

11.2 Client Indemnity. Client will defend, indemnify and hold Provider harmless from claims arising out of Client Data, Client's use of the Services in violation of this Agreement, or Client's breach of law.

12. Service Levels and Support

Provider will use commercially reasonable efforts to make the Services available 99.9% of the time, excluding scheduled maintenance. Provider shall provide support to Client during business hours as set forth in the applicable Order Form. Service credits for downtime, if any, will be Client's exclusive remedy for failure to meet service levels.

13. Third-Party Services

The Services may include or integrate with third-party products or services. Provider is not responsible for the performance or security of third-party providers. Client's use of third-party services is subject to the third party's terms.

14. Notices

15. Assignment

Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a merger, sale of substantially all assets, or corporate reorganization. Any attempted assignment in violation of this Section shall be void.

16. Amendments; Waiver

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party to exercise any right under this Agreement will operate as a waiver of that right unless evidenced by a writing signed by the waiving Party.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes.

18. Entire Agreement

This Agreement, together with any Order Forms and exhibits, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral.

19. Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

20. Counterparts; Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures and transmission of executed signature pages by electronic means shall be binding.

21. Miscellaneous

Survival: Sections relating to Fees, Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and other provisions that naturally survive termination will so survive. Force Majeure: Neither Party shall be liable for delays caused by events beyond its reasonable control.

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