Legal Server Document

LEGAL SERVER AGREEMENT

This Legal Server Agreement ("Agreement") is entered into as of by and between Provider Name: , an entity of type Corporation LLC Partnership Individual, with principal place of business at ; and Client Name: , an entity of type Corporation LLC Partnership Individual, with principal place of business at .

RECITALS

WHEREAS, Provider maintains, hosts, and operates one or more servers, software platforms and related infrastructure (collectively, "Legal Server Services") that enable storage, processing, retrieval, and secure distribution of legal documents and case data;

WHEREAS, Client desires to engage Provider to host and make available Client Data and to provide managed services, access controls, backup and support on the terms set forth herein; and

WHEREAS, Provider is willing to provide the Legal Server Services to Client subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, Provider and Client agree as follows:

1. DEFINITIONS

1.1 "Client Data" means all electronic data, documents, records and other information uploaded to or processed by Provider's systems on behalf of Client. "Confidential Information" means nonpublic information designated by a Party as confidential or that reasonably should be understood to be confidential. Terms defined elsewhere in this Agreement have the meanings given in those sections.

2. SERVICES; SCOPE

2.1 Provider will host and maintain server infrastructure and provide access to software, interfaces, and ancillary services as described in the Service Description attached hereto. Provider shall use commercially reasonable efforts to provide the Services in a professional manner consistent with industry standards.

2.2 Hosting location(s):

3. SERVICE LEVELS

3.1 Provider warrants that the Services will achieve an annual uptime of at least %. Downtime caused by maintenance, Client acts, force majeure, or agreed outages are excluded.

3.2 Remedy. If Provider fails to meet the uptime warranty in any calendar month, Client may request a service credit calculated as set forth in the Service Description; such credit is Client's sole and exclusive remedy for uptime failures.

4. FEES; PAYMENT

Fees are due within thirty (30) days of invoice unless otherwise agreed. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Client is responsible for taxes associated with the Services, excluding taxes based on Provider's net income.

5. DATA SECURITY; CONFIDENTIALITY

5.1 Provider shall implement and maintain administrative, physical and technical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration and destruction. Provider will employ encryption in transit and at rest consistent with prevailing industry practices and shall document encryption mechanisms as requested:

5.2 Confidentiality. Each Party shall keep Confidential Information of the other Party secret and shall not use or disclose such information except as necessary to perform its obligations under this Agreement. Confidentiality obligations survive termination for three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

6. BACKUP; RETENTION; ACCESS

6.1 Provider shall perform backups of Client Data at least and retain backup copies for a period of unless a different retention schedule is requested in writing.

6.2 Access. Provider will provide Client with administrative access rights necessary for Client to retrieve its data and perform account administration consistent with the permissions set by Provider. Provider may suspend access immediately if Provider reasonably believes that Client or an authorized user is engaging in activity that presents a material security risk.

7. AUDIT RIGHTS

Upon reasonable prior written notice not less than days, Provider will permit Client, or an independent third-party auditor selected by Client and approved by Provider (not to be unreasonably withheld), to audit Provider's relevant controls and records during normal business hours, subject to confidentiality obligations and any limitations to protect other customers.

8. SUBPROCESSORS

Provider may engage subprocessors to perform portions of the Services. Provider shall remain responsible for the acts and omissions of its subprocessors and shall require subprocessors to be bound by confidentiality and security obligations no less protective than those in this Agreement. Client consents to use of subcontractors described in Provider's standard Subprocessor List (if any).

9. DATA BREACH; NOTIFICATION

In the event of a confirmed security incident resulting in unauthorized access to Client Data, Provider will notify Client without undue delay and no later than after discovery, and will cooperate with Client to contain, investigate, and remediate the incident.

10. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in the Services, software, enhancements and documentation, including all intellectual property rights. Client retains all right, title and interest in Client Data. Provider shall not claim any ownership interest in Client Data.

11. INDEMNIFICATION; LIMITATION OF LIABILITY

11.1 Indemnification by Provider. Provider shall defend, indemnify and hold Client harmless from third-party claims alleging that Provider's grossly negligent or willful misconduct in the provision of the Services caused bodily injury or tangible property damage, or that Provider's services infringe a third party's intellectual property rights, subject to the limitations below.

11.2 Limitation of Liability. Except for liability arising from willful misconduct, infringement, breach of confidentiality, or indemnities, neither Party's aggregate liability shall exceed the fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either Party be liable for consequential, incidental, punitive or special damages.

12. TERM; TERMINATION

12.1 Term. This Agreement commences on the Effective Date and continues for the Initial Term specified: , and then renews as set forth in the Service Description.

12.2 Termination for Cause. Either Party may terminate this Agreement upon thirty (30) days' written notice if the other Party materially breaches this Agreement and fails to cure such breach within the notice period. Termination does not relieve Client of its obligation to pay accrued fees.

13. NOTICES

Notices shall be in writing and effective upon personal delivery, confirmed facsimile, confirmed electronic delivery, or three (3) days after deposit with a nationally recognized overnight courier.

14. GENERAL PROVISIONS

14.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state specified by the Parties: , excluding its conflict of laws principles.

14.2 Entire Agreement. This Agreement, together with any exhibits and the Service Description, constitutes the entire agreement between the Parties and supersedes all prior agreements relating to the subject matter hereof.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the Parties will negotiate in good faith a valid substitute provision to effect the original intent.

14.4 Amendments; Waiver. No amendment shall be effective unless in writing signed by both Parties. No failure or delay in exercising any right shall operate as a waiver.

14.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one agreement. Signatures transmitted by electronic means shall be binding.

ADDITIONAL TERMS

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