Legal Seg Edits Agreement

LEGAL SEG EDITS AGREEMENT

This Legal Seg Edits Agreement (the Agreement) is entered into as of by and between , a Corporation LLC Individual, with its principal address at (Client), and , a Corporation LLC Individual, with its principal address at (Provider).

RECITALS

WHEREAS, Client possesses legal documents, manuscripts, segmented text, or other written materials requiring editorial, segmentation, or redaction services as specified in this Agreement (Materials); and

WHEREAS, Provider is engaged in the business of providing professional legal editing, segmentation, and related editorial services and represents that Provider has the qualifications, experience, and personnel necessary to perform such services; and

WHEREAS, Client desires to retain Provider to perform the editing and segmentation services described herein, and Provider desires to perform such services subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the legal segmentation, editing, redaction, proofreading, formatting, and related editorial services to be provided by Provider as described in Section 2. 1.2 "Deliverables" means the edited, segmented or redacted files, reports, or documents delivered to Client pursuant to this Agreement.

2. SCOPE OF SERVICES

Provider shall perform the Services described in a written work order or engagement summary signed or acknowledged by both parties. At a minimum, Services shall include the following tasks: segmentation of Materials into logical legal segments; substantive editing for clarity and consistency; application of redaction rules where specified by Client; quality control review; and delivery of Deliverables in the format specified by Client.

3. STANDARDS; PERFORMANCE

Provider shall perform all Services in a professional and workmanlike manner consistent with prevailing industry standards for legal editing and segmentation. Provider shall use personnel experienced in legal editing and shall exercise reasonable care to preserve the substance and legal effect of the Materials, except as expressly directed by Client in writing.

4. FEES; PAYMENT

4.1 Client shall pay Provider the fees set forth in the applicable work order. Base fee: $ . Additional charges for expedited delivery, manual redaction, or substantially revised materials shall be billed in accordance with Provider's rates as agreed in writing.

4.2 Payment is due within days of invoice, unless otherwise agreed. Late payments shall accrue interest at a rate of .

5. REVISIONS

Provider shall permit up to rounds of reasonable revisions to the Deliverables at no additional charge if requested within days of delivery. Additional revisions requested after such period or beyond the included rounds will be billed at Provider's prevailing hourly rate.

6. CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes nonpublic information concerning business, technical, legal, or client matters, and the Materials themselves. Provider shall not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Provider shall implement reasonable safeguards to protect Confidential Information and shall notify Client promptly of any unauthorized disclosure.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Materials. Client retains all right, title and interest in and to the Materials as originally owned by Client. Provider acquires no ownership in the pre-existing Materials.

7.2 Deliverables. Upon full payment of all fees due under this Agreement, Provider hereby assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement, excluding any Provider pre-existing templates, tools, routines, or know-how, which remain Provider's sole property. Provider grants Client a perpetual, worldwide, royalty-free license to use any Provider pre-existing materials to the extent incorporated in the Deliverables.

8. REPRESENTATIONS AND WARRANTIES

Provider represents and warrants that (a) it has the full power and authority to enter into this Agreement and to perform the Services; (b) the Deliverables will be original to the extent created by Provider and will not knowingly infringe the intellectual property rights of any third party; and (c) the Services shall comply with applicable law. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party, its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence, willful misconduct, or infringement of third-party rights.

10. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. TERM; TERMINATION

This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated as set forth herein. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice. Upon termination, Client shall pay Provider for all Services performed and Deliverables delivered through the effective date of termination.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may specify by notice). Notices shall be deemed given when delivered by hand, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

13. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. 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.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles. The parties agree that exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement shall lie in the state or federal courts located within that state.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all work orders and attachments executed hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. MISCELLANEOUS

The parties are independent contractors, and nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship. Headings are for convenience only and do not affect interpretation.

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