Legal Sync Use Agreement

LEGAL SYNC USE AGREEMENT

This Legal Sync Use Agreement ("Agreement") is entered into as of by and between Provider: (Provider Entity Type: Corporation LLC Individual ), with principal place of business at ; and Client: , with principal place of business at .

RECITALS

WHEREAS, Provider has developed and licenses a software-as-a-service platform and related technology for the secure synchronization, storage, and transmission of legal matter data ("Legal Sync Platform"); and

WHEREAS, Client desires to obtain and Provider is willing to grant a limited right to use the Legal Sync Platform subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to use, security, fees, confidentiality, and ownership of data and intellectual property.

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

1. DEFINITIONS

1.1 "Agreement" means this Legal Sync Use Agreement and all schedules and appendices hereto.

1.2 "Confidential Information" means non‑public business, technical, or financial information disclosed by a party that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to client matter data, attorney-client communications, contract terms, and system architecture.

1.3 "Documentation" means Provider's user guides, technical manuals, and other published materials describing the features, operation and use of the Legal Sync Platform.

2. LICENSE GRANT

2.1 Subject to the terms and conditions of this Agreement and Client's timely payment of all fees, Provider hereby grants to Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Legal Sync Platform solely for Client's internal legal practice operations during the Term.

2.2 The rights granted do not include the right to (a) reverse engineer, decompile, or disassemble the Platform; (b) remove or alter any proprietary notices; or (c) use the Platform to provide services to third parties, except as expressly authorized in writing by Provider.

3. PERMITTED USE AND RESTRICTIONS

3.1 Permitted Use. Client may: (a) upload, store, and synchronize matter data and related documents; (b) grant access to Authorized Users; and (c) use Reporting features for internal business purposes, subject to the Documentation and this Agreement.

3.2 Restrictions. Client shall not: (a) attempt to gain unauthorized access to the Platform; (b) introduce malware; (c) use the Platform in violation of law or professional obligations; or (d) export, distribute or publish data from the Platform except as permitted by Provider in writing.

3.3 Authorized Users. Client will be responsible for all acts and omissions of its Authorized Users and will ensure that Authorized Users comply with this Agreement. "Authorized Users" are employees, contractors or agents of Client who are expressly authorized to use the Platform under Client's account.

4. DATA SECURITY, PRIVACY, AND CONFIDENTIALITY

4.1 Data Security. Provider will implement and maintain administrative, technical and physical security measures reasonably designed to protect Client Data against unauthorized access, disclosure, alteration, and destruction. Provider's security obligations include encryption in transit and at rest, regular vulnerability assessments, and access controls appropriate to the nature of Client Data.

4.2 Confidentiality. Each party shall hold the other party's Confidential Information in strict confidence and shall not disclose such Confidential Information except to those of its employees or agents with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except for attorney-client privileged matter data, which shall remain confidential indefinitely.

4.3 Client Data. As between Provider and Client, Client retains all right, title and interest in and to Client Data. Provider may process Client Data only as necessary to provide the Platform and as directed by Client, subject to applicable law.

5. FEES AND PAYMENT

5.1 Fees. Client shall pay Provider the fees set forth below and in any applicable order form. Initial annual fee: $ .

5.2 Late Payment. Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

6. TERM AND TERMINATION

6.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for , unless earlier terminated as provided herein.

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

6.3 Effect of Termination. Upon termination, Provider will, at Client's election, return or securely delete Client Data in Provider's possession within thirty (30) days, subject to Provider's right to retain backup copies for a commercially reasonable period to comply with legal and professional obligations.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Provider retains all right, title, and interest in and to the Platform, Documentation, and any derivative works, including all intellectual property rights. No ownership rights are transferred to Client by implication, estoppel or otherwise.

7.2 Feedback. Client may provide suggestions or feedback. Provider may use such feedback without any obligation to Client.

8. WARRANTIES; DISCLAIMERS

8.1 Mutual Warranty. Each party represents that it has the authority to enter into this Agreement.

8.2 Provider Warranty. Provider warrants that it will provide the Platform in a professional manner consistent with industry standards. Client's exclusive remedy for breach of this warranty shall be re-performance of the nonconforming services or, if Provider cannot re-perform, a pro rata refund of fees for the affected services.

8.3 Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The liability cap may be modified as: $ .

10. INDEMNIFICATION

10.1 Provider Indemnity. Provider shall defend, indemnify and hold Client harmless from third-party claims alleging that the Platform infringes a third party's intellectual property rights, provided that Client (a) gives prompt written notice of the claim; (b) allows Provider to control the defense and settlement; and (c) cooperates with Provider at Provider's expense.

10.2 Client Indemnity. Client shall indemnify and hold Provider harmless from any third-party claim arising from Client Data, Client's breach of this Agreement, or Client's unauthorized use of the Platform.

11. NOTICES

Notices shall be effective upon receipt when delivered by hand, nationally recognized overnight courier, or certified mail, or upon confirmation of transmission if delivered by email to the addresses specified above.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. A party's failure to enforce any right will not constitute a waiver of that right unless made in writing and signed by the waiving party.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws selected by mutual agreement of the parties: , without regard to conflict of law principles.

13.2 Entire Agreement. This Agreement, together with any order forms or schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect, and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the parties' original intent.

14. MISCELLANEOUS PROVISIONS

14.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign this Agreement in connection with a merger or sale of all or substantially all of its assets.

14.2 Relationship of Parties. The parties are independent contractors. Nothing contained in this Agreement creates any partnership, joint venture, employment, or agency relationship.

SCOPE OF USE (OPTIONAL DETAILS)

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