Legal Server Support Document

LEGAL SERVER SUPPORT DOCUMENT

This Legal Server Support Agreement (the Agreement) is made as of the day of , by and between Client Name: , whose principal place of business or residence is ; and Service Provider: , whose principal place of business is .

RECITALS

WHEREAS, Client operates or utilizes a legal case management server and related software and systems (collectively, the Server) that require regular technical support, maintenance, and security management; and

WHEREAS, Provider is a qualified information technology and server support services provider with expertise in maintaining systems that host confidential legal data and is willing to provide the services described in this Agreement under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, service levels, fees, confidentiality obligations, data handling procedures, and other terms governing Provider’s support of Client’s Server.

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

1. DEFINITIONS

1.1 "Server" means the physical or virtual server(s), software, databases, and related infrastructure used by Client to operate its legal case management systems. "Support Services" means the services described in Section 2. Terms defined elsewhere in this Agreement have the meanings given in their defining sections.

2. SCOPE OF SUPPORT SERVICES

2.1 Provider shall provide the following Support Services: remote monitoring and maintenance of the Server, security patching and updates, backup verification and restore testing, emergency incident response, performance tuning, and periodic system reporting. Specific tasks and frequencies are documented in the Support Plan attached as Appendix A (Support Plan), which is incorporated by reference.

2.2 Client may request additional consulting or on-site services. Such additional services shall be provided only upon execution of a written change order or work order setting forth scope, schedule, and fees.

3. SERVICE LEVELS AND RESPONSE TIMES

3.1 Provider shall maintain a ticketing and incident response system. For incidents classified as Critical (system unavailable or security breach), Provider will respond within and use commercially reasonable efforts to begin remediation immediately.

3.2 For High and Normal priority incidents, Provider will respond within and respectively.

4. FEES AND PAYMENT

4.1 Client shall pay Provider the fees set forth in the Fee Schedule. The initial monthly support fee shall be payable in advance on the first day of each month.

4.2 Additional time-and-materials work authorized in writing by Client will be invoiced at Provider’s then-current hourly rates. Provider shall invoice monthly and payment is due within days of invoice receipt.

5. TERM; TERMINATION

5.1 The term of this Agreement commences on the Effective Date and continues for an initial period of months, and thereafter will renew automatically for successive one-month periods unless either party gives written notice of non-renewal at least days prior to the end of the then-current term.

5.2 Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after written notice. Termination for convenience by Client requires days' prior written notice.

6. CONFIDENTIALITY; DATA SECURITY

6.1 Each party shall maintain the confidentiality of Confidential Information disclosed by the other party and shall not use Confidential Information except for performance under this Agreement. Provider acknowledges that Client Confidential Information may include privileged legal materials and shall treat such information with heightened care.

6.2 Provider shall implement and maintain industry-standard administrative, technical, and physical safeguards to protect Client Data. Provider shall notify Client without undue delay upon becoming aware of any unauthorized access to Client Data and shall cooperate in breach response, remediation, and notification as required by applicable law.

7. OWNERSHIP; LICENSES

7.1 Client retains sole ownership of all Client Data and any rights therein. Provider acquires no rights in Client Data except the limited rights necessary to perform Support Services.

7.2 To the extent Provider supplies software or tools, Provider grants Client a non-exclusive, non-transferable license to use such tools solely for Client’s internal purposes during the term of this Agreement, subject to any license terms provided with the software.

8. WARRANTIES; DISCLAIMER

8.1 Provider represents and warrants that it will perform Support Services in a professional and workmanlike manner in accordance with generally accepted industry standards. Provider further warrants that it has the necessary expertise and authority to provide the services described herein.

8.2 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Provider shall indemnify and hold Client harmless from and against third-party claims arising out of Provider's gross negligence, willful misconduct, or breach of its confidentiality obligations, and shall defend such claims at Provider's expense.

9.2 Client shall indemnify and hold Provider harmless from and against third-party claims arising from Client's breach of applicable law, Client Data, or Client's misuse of the Server.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A PARTY’S BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or such other address as a party designates by written notice. Notices shall be deemed given upon personal delivery, two business days after deposit with a nationally recognized courier, or three business days after deposit in the U.S. mail, postage prepaid.

12. AMENDMENTS; WAIVER

12.1 This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right unless such waiver is set forth in a written instrument signed by the waiving party.

13. ASSIGNMENT

13.1 Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided that the assignee assumes Provider's obligations hereunder.

14. GOVERNING LAW

14.1 This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties. The parties agree that any litigation concerning this Agreement shall be venued in the courts of the selected jurisdiction.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

15.1 This Agreement, including any appendices, exhibits and accepted work orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings.

15.2 If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement 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.

15.3 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.

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