Legal Service Ping SW

Legal Service Ping SW — Software Services Agreement

This Software Services Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: a/an Corporation LLC Individual, with principal place of business at ; and Client Name: a/an Corporation LLC Individual, with principal place of business at .

RECITALS

WHEREAS, Provider owns and operates software known as "Legal Service Ping SW" that automates notifications and secure delivery of legal service events to authorized recipients and supports integration with client workflows;

WHEREAS, Client desires to obtain a license to use Legal Service Ping SW and related services as set forth herein to facilitate legal notice and service transmissions for Client matter management;

WHEREAS, Provider is willing to provide such license, hosting, maintenance and support services to Client under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: "Software" means Legal Service Ping SW and all related updates and documentation; "Services" means hosting, integration, support, and maintenance to be provided by Provider; "Confidential Information" means nonpublic business and technical information disclosed by a party that is designated confidential or that should reasonably be understood to be confidential.

2. LICENSE GRANT

Provider hereby grants Client a non-exclusive, non-transferable, limited license to access and use the Software solely for Client's internal business purposes during the Term and subject to the restrictions in Section 8. Provider retains all right, title and interest in the Software, including all intellectual property rights.

3. SERVICES AND SERVICE LEVELS

Provider will deliver the Services described in one or more Statements of Work executed by the parties. Provider will use commercially reasonable efforts to maintain uptime of the hosted Software consistent with the Service Level Agreement set forth in an applicable Statement of Work. Incident response and escalation procedures will be as set forth in the applicable Statement of Work.

4. FEES AND PAYMENT

Client shall pay the fees set forth in the applicable Statement of Work. Unless otherwise stated, fees are payable within thirty (30) days of invoice. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. TERM; TERMINATION

The Term of this Agreement commences on the Effective Date and continues for an initial period of months, and thereafter renews automatically for successive periods unless either party delivers written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice.

6. CONFIDENTIALITY

Each party agrees to protect the other's Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly known through no wrongful act, that is rightfully received from a third party without restriction, or that is independently developed without use of the other party's Confidential Information.

7. DATA PROTECTION; CLIENT DATA

Client retains all right, title and interest in data uploaded to the Software by or on behalf of Client ("Client Data"). Provider will process Client Data only on Client's instructions and will implement and maintain administrative, physical, and technical safeguards appropriate to the nature of Client Data and the risks presented by the processing.

8. RESTRICTIONS

Client shall not: (a) decompile, disassemble or reverse engineer the Software except to the extent expressly permitted by applicable law; (b) use the Software to transmit unlawful content; or (c) remove or alter any proprietary notices. Client will ensure that Authorized Users comply with the terms of this Agreement.

9. INTELLECTUAL PROPERTY

Provider retains all intellectual property rights in the Software, including enhancements and derivative works. Client is granted no rights to the Software other than the limited license expressly set forth in Section 2. Client shall not challenge Provider's ownership or the validity of Provider's intellectual property rights.

10. WARRANTIES; DISCLAIMER

Provider warrants that the Software will materially conform to the functional descriptions in the applicable documentation during the Term. Client's exclusive remedy for breach of this warranty will be the correction of nonconformities by Provider or, if Provider cannot correct material nonconformities within a commercially reasonable time, termination of the Agreement with a pro rata refund of prepaid fees. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR , whichever is greater.

12. INDEMNIFICATION

Provider will defend and indemnify Client against third-party claims alleging that the Software infringes a United States patent, copyright, or trade secret, provided Provider is promptly notified and given control of the defense. Client shall indemnify and hold Provider harmless from claims arising from Client Data, Client's breach of this Agreement, or Client's misuse of the Software.

13. NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered to the receiving party at the address set forth below or at such other address designated by a party in writing. Notices shall be effective upon receipt.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. Failure to enforce any right or remedy shall not constitute a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. This Agreement, together with any executed Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

The parties shall cooperate in good faith to perform their obligations. Neither party may assign this Agreement without the prior written consent of the other except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement.

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