Legal Sync Agreement

LEGAL SYNC AGREEMENT

This Legal Sync Agreement (the Agreement) is entered into as of Effective Date: by and between Party A: whose principal place of business is located at , and Party B: whose principal place of business is located at .

Recitals

WHEREAS, Party A has developed or maintains certain legal content, matter metadata, templates and associated document control systems and desires to synchronize specified portions of such content with Party B pursuant to the terms set forth herein; and

WHEREAS, Party B requires access to synchronized content and related data for lawful internal use, and represents that it has the administrative and technical capacity to receive, store and use such synchronized content in accordance with applicable law; and

WHEREAS, the parties intend by this Agreement to set forth the parties' respective rights, obligations, security requirements, and limitations of liability with respect to the synchronization, use, and protection of synchronized legal materials.

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

1. Definitions

1.1 "Synchronized Content" means the subset of documents, metadata, templates, and related files designated by the parties for automated or manual synchronization under this Agreement, as further described in Schedule A. The parties shall record the initial Synchronized Content designation on Effective Date and may amend by written instrument.

1.2 "Confidential Information" means non-public information disclosed by a Disclosing Party to a Receiving Party, whether oral, written or electronic, that is identified as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. Synchronization Services

2.1 Scope. Party A will provide to Party B, and Party B will accept, synchronization of Synchronized Content by electronic transfer, API call, or other agreed mechanism. The parties will describe the initial Synchronized Content, permitted formats and transfer protocol in Schedule A and any technical addendum.

2.2 Frequency and Schedule. Synchronization shall occur with the following regularity: . Emergency or ad hoc synchronizations shall be executed only upon mutual written agreement.

2.3 Acceptance. Party B shall inspect synchronized items within days of receipt and notify Party A in writing of any nonconformity. Absent timely notice, synchronized items shall be deemed accepted.

3. Data, Confidentiality and Use Restrictions

3.1 Confidentiality Obligations. Each Receiving Party shall (a) protect Confidential Information of the Disclosing Party with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement; and (c) limit access to Confidential Information to those employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

3.2 Permitted Disclosures. Confidential Information may be disclosed to the extent required by applicable law or valid order of a court or governmental authority, provided the Receiving Party gives prompt written notice to the Disclosing Party (unless prohibited) and cooperates to seek confidential treatment or a protective order.

3.3 Use Restrictions. Party B shall not (i) re-sell, sublicense or otherwise distribute Synchronized Content to third parties except as expressly permitted in this Agreement; (ii) remove proprietary notices or markings; or (iii) use Synchronized Content to develop a competing legal content database or product without prior written consent.

4. Security and Compliance

4.1 Security Measures. Each party shall implement and maintain administrative, physical and technical safeguards reasonably designed to protect Synchronized Content against unauthorized access, disclosure, alteration or destruction. Such safeguards shall include access controls, encryption in transit and at rest where reasonably practicable, logging, and periodic review of security controls.

4.2 Breach Notification. In the event of any unauthorized access to or disclosure of Synchronized Content, the party experiencing the event shall notify the other party without unreasonable delay and shall cooperate in investigating and remediating the event.

5. Intellectual Property

5.1 Ownership. Except for the limited licenses expressly granted in this Agreement, each party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Agreement transfers ownership of any party’s intellectual property.

5.2 License Grant. Subject to the terms of this Agreement, the Disclosing Party grants to the Receiving Party a non-exclusive, non-transferable, revocable license to use Synchronized Content solely for internal business purposes expressly contemplated by this Agreement.

6. Fees and Payment

6.1 Fees. Unless otherwise agreed in writing, Party B shall pay Party A the fees set forth for synchronization services: .

6.2 Payment Terms. Invoices are payable within days of invoice. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

7. Warranties and Disclaimers

7.1 Mutual Warranty. Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder.

7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

8. Indemnification and Limitation of Liability

8.1 Indemnification. Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims arising out of Indemnitor’s breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights to the extent caused by Indemnitor’s acts or omissions.

8.2 Limitation of Liability. Except for liability arising from a party’s breach of Section 3 (Confidentiality) or a party’s willful misconduct, each party’s aggregate liability under this Agreement shall not exceed the fees paid by Party B to Party A under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim. In no event shall either party be liable for consequential, incidental, special, punitive or exemplary damages.

9. Term and Termination

9.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months, and shall renew automatically for successive terms unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

9.2 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

9.3 Effect of Termination. Upon termination, Party B shall cease use of all Synchronized Content and, at the Disclosing Party’s option, return or certify the secure destruction of all Confidential Information and Synchronized Content provided by the Disclosing Party.

10. Notices

Notices to Party A

Notices to Party B

11. Amendments, Waiver and Counterparts

11.1 Amendment. No amendment or modification of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.

11.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, and any waiver must be in writing.

11.3 Counterparts. 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. Signatures delivered by electronic transmission shall be binding.

12. Governing Law; Entire Agreement; Severability

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of law principles.

Governing Jurisdiction:

12.2 Entire Agreement. This Agreement, together with any schedules or appendices, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, that provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

13. Miscellaneous Provisions

13.1 Assignment. Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets.

13.2 Relationship of the Parties. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties.

Schedule A — Initial Synchronized Content (summary)

Entity Type (select applicable)

Party A Entity Type: Individual Corporation LLC

Party B Entity Type: Individual Corporation LLC

Acknowledgment

Each party acknowledges that it has read and understands this Agreement and that it has had the opportunity to consult with counsel. The undersigned persons represent that they are authorized to bind the parties to this Agreement.

Sign Now