Legal Technology Agreement

LEGAL TECHNOLOGY AGREEMENT

This Legal Technology Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at ("Client"), and Provider Name: with principal place of business at ("Provider").

RECITALS

WHEREAS, Provider develops, licenses, maintains and supports software, platforms and related services designed for legal practice management, document automation, and related workflows (collectively, the "Technology"); and

WHEREAS, Client desires to obtain from Provider, and Provider desires to provide to Client, a license to access and use the Technology and related professional services subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend for Provider to perform implementation, customization, and support services in accordance with the scope and fees set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: (a) "Documentation" means Provider's user manuals, technical manuals and other materials describing the functions, features and operation of the Technology; (b) "Confidential Information" means nonpublic business, technical and financial information disclosed by a party that is identified as confidential or that reasonably should be understood to be confidential; and (c) "Deliverables" means work product delivered to Client pursuant to the Services.

2. LICENSE GRANT

Subject to the terms and conditions of this Agreement and payment of all Fees, Provider grants Client a non-exclusive, non-transferable, limited license during the Term to access and use the Technology and Documentation solely for Client's internal legal practice purposes and in accordance with the Documentation. All rights not expressly granted are reserved by Provider.

3. SCOPE OF SERVICES

Provider will perform the implementation, customization, training and support services described in the scope below. Any changes to the scope that materially increase fees or schedule shall be subject to a written Change Order executed by both parties.

4. FEES, INVOICING AND PAYMENT

Client shall pay Provider the fees as set forth below. Fees are exclusive of taxes. Unless otherwise agreed in writing, Provider shall invoice Client in accordance with the billing schedule. Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY AND DATA SECURITY

Each party shall maintain the other's Confidential Information in confidence and shall not disclose it except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations. Provider shall implement commercially reasonable administrative, physical and technical safeguards to protect Client Data from unauthorized access, disclosure, alteration or destruction.

6. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Technology, Documentation and Provider's pre-existing intellectual property. Client retains all right, title and interest in and to Client Data and Client's pre-existing materials. Provider hereby grants to Client only the rights expressly set forth in this Agreement. Any Deliverables specifically agreed in writing to be assigned to Client will be owned by Client upon full payment; Provider hereby assigns to Client all right, title and interest in such Deliverables, subject to Provider's retained rights in its pre-existing tools, methodologies and general know-how.

7. WARRANTIES; DISCLAIMER

Provider warrants that it will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY IN THIS SECTION, THE TECHNOLOGY 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.

8. INDEMNIFICATION

Provider shall defend, indemnify and hold Client harmless from and against any third-party claim alleging that the Technology, as delivered and used in accordance with this Agreement, infringes a third party's issued patent, copyright or trademark, subject to Client providing prompt notice and reasonable cooperation. Client shall indemnify Provider for claims arising from Client Data or Client's misuse of the Technology.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.

10. TERM AND TERMINATION

The Agreement commences on the Effective Date and continues for an initial term as set forth below, unless earlier terminated in accordance with this Section. Either party may terminate for material breach if the breaching party fails to cure within the cure period after written notice.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact and address for each party set forth below or to such other address as either party designates by notice to the other in accordance with this Section.

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver of that right.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any attached exhibits and executed Change Orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements. If any provision is held invalid or unenforceable, that provision shall be reformed only to the extent necessary and the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS; ASSIGNMENT

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Neither party may assign its rights or obligations without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

16. ADDITIONAL PROVISIONS

The parties agree to cooperate in good faith to implement the business objectives set forth herein. Any dispute arising under this Agreement shall first be subject to good faith negotiation between senior executives before resort to litigation.

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