Legal SCAO Agreement

LEGAL SCAO AGREEMENT

This Legal SCAO Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , principal address: ("SCAO"), and Contractor Name: , principal address: ("Contractor").

RECITALS

WHEREAS, SCAO administers administrative, clerical and programmatic functions related to court operations and requires certain services to support those functions; and

WHEREAS, Contractor represents that it has the necessary experience, personnel and resources to perform the services described in this Agreement and agrees to perform such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions governing Contractor's provision of services to SCAO.

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

1. DEFINITIONS

1.1 "Effective Date" means the date set forth above. 1.2 "Services" means the activities, tasks and deliverables described in Section 2. 1.3 "Deliverables" means the tangible outputs, reports and documents to be delivered to SCAO under this Agreement. 1.4 Terms defined elsewhere in this Agreement shall have the meanings assigned to them in the section in which they appear.

2. SCOPE OF SERVICES

Contractor shall perform the Services in a professional and workmanlike manner in accordance with industry standards and applicable law. Contractor shall deliver Deliverables in accordance with the schedule set forth in the Services description and shall obtain SCAO's written acceptance prior to final payment for such Deliverables.

3. COMPENSATION AND PAYMENT

SCAO shall pay Contractor upon receipt of properly submitted invoices in accordance with the payment schedule. Invoices shall itemize labor, expenses and other charges. Unless otherwise agreed in writing, SCAO will pay invoiced amounts within thirty (30) days of receipt of an undisputed invoice.

4. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect through End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of breach.

5. CONFIDENTIALITY

Contractor shall maintain in strict confidence all non-public information furnished by SCAO and shall not use such information except to perform the Services. Confidential information does not include information that is (i) already known to Contractor without restriction; (ii) becomes publicly available through no fault of Contractor; or (iii) rightfully obtained from a third party without breach of obligation. Upon termination, Contractor shall return or destroy confidential materials as directed by SCAO. The obligations under this Section shall survive termination for a period of five (5) years.

6. RECORDS AND AUDIT

Contractor shall maintain complete and accurate records related to the Services and payment for a period of years following final payment. SCAO or its designee shall have the right to inspect and audit such records upon reasonable notice during normal business hours.

7. COMPLIANCE WITH LAWS

Contractor shall comply with all applicable federal, state and local laws, regulations and orders in performing the Services, including without limitation laws governing privacy, nondiscrimination, employment, and procurement. Contractor represents that it holds all licenses required to perform the Services and will provide copies upon request.

8. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor assigns to SCAO all right, title and interest in and to Deliverables created specifically for SCAO under this Agreement. Contractor hereby irrevocably assigns any copyright and other intellectual property rights in such Deliverables to SCAO. Contractor shall retain ownership of pre-existing materials and shall grant SCAO a perpetual, royalty-free, nonexclusive license to use any pre-existing materials embedded in Deliverables to the extent necessary to use the Deliverables as intended.

9. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless SCAO and its officers, employees and agents from and against any claim, loss, liability or expense (including reasonable attorneys' fees) arising out of Contractor's negligent acts, willful misconduct or breach of this Agreement. SCAO shall give Contractor prompt written notice of any claim for which indemnity is sought and shall reasonably cooperate in the defense.

10. INSURANCE

Contractor shall maintain insurance customary for the Services performed, including commercial general liability, workers' compensation and professional liability insurance where applicable. Upon request, Contractor shall provide certificates evidencing such coverage.

11. LIMITATION OF LIABILITY

Except for Contractor's indemnification obligations and breaches of confidentiality or intellectual property, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Contractor's aggregate liability under this Agreement shall not exceed the total compensation paid by SCAO to Contractor under this Agreement.

12. NOTICES

All notices shall be in writing and delivered by hand, certified mail (return receipt requested), or other nationally recognized courier to the addresses set forth above and shall be effective upon receipt.

13. AMENDMENTS; WAIVER

This Agreement may be amended only in a writing signed by authorized representatives of both parties. No waiver of any term or condition shall be deemed a waiver of any other or subsequent breach.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT

This Agreement contains the entire agreement between SCAO and Contractor with respect to the Services and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to the subject matter hereof.

16. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely approximates the intent and economic effect of the invalid provision.

17. COUNTERPARTS; 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 and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

ENTITY INFORMATION

Contractor Entity Type: Individual Corporation LLC Governmental Entity Other

EXECUTION

The parties acknowledge that the individuals signing below represent and warrant that they are authorized to bind their respective parties to this Agreement.

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