Legal Tracker Document

Legal Tracker Document

This Legal Tracker Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: , an entity of type Corporation LLC Partnership Individual, and Provider Name: , an entity of type Corporation LLC Partnership Individual.

RECITALS

WHEREAS, Client requires a centralized system to log, monitor, and report on legal matters, deadlines, documents, and related activity (the "Tracker"); and

WHEREAS, Provider offers a hosted legal matter tracking service and related professional services for intake, docketing, reporting, and secure document storage; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the deployment, use, maintenance, and governance of the Tracker.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Tracker" means Provider's software solution, associated documentation, and related services used to record and manage legal matters, deadlines, and documents.

1.2 "Client Data" means all information and materials submitted by Client into the Tracker, including matter records, contact details, documents, notes, calendar entries, and metadata.

2. SCOPE OF SERVICES

2.1 Provider shall provide access to the Tracker and deliver the services described in the Service Schedule below. Provider shall perform services in a professional and workmanlike manner in accordance with industry standards.

3. ACCESS, USER ACCOUNTS, AND AUTHORIZED USERS

3.1 Provider will provision user accounts for Authorized Users designated by Client. Client is responsible for maintaining the confidentiality of account credentials and for all activities that occur under those accounts.

4. DATA SECURITY AND CONFIDENTIALITY

4.1 Provider shall maintain administrative, physical and technical safeguards designed to protect the confidentiality, integrity and availability of Client Data. Provider shall use encryption for data in transit and at rest where technically feasible.

4.2 Provider shall promptly notify Client upon becoming aware of a Security Incident affecting Client Data and shall cooperate with Client in investigating, remediating, and reporting such incident. Provider's notification timeline (in hours) is:

4.3 Each party shall treat Confidential Information of the other party as confidential and shall not disclose such information except as expressly permitted in this Agreement or required by law.

5. OWNERSHIP; LICENSE

5.1 Client retains all right, title and interest in and to Client Data. Provider acquires no rights in Client Data except as necessary to provide the Tracker and related services.

5.2 Provider retains all intellectual property rights in the Tracker, subject to a limited, nonexclusive, nontransferable license granted to Client to access and use the Tracker for Client's internal business purposes during the Term.

6. FEES AND PAYMENT

6.1 Client shall pay Provider the fees set forth in the Fee Schedule. Unless otherwise agreed, fees are due within the payment period of days from invoice.

7. TERM; TERMINATION

7.1 The term of this Agreement shall commence on the Effective Date and continue for Initial Term (months): unless earlier terminated as provided herein.

7.2 Either party may terminate for material breach if such breach remains uncured for Cure Period (days): after written notice.

8. DATA RETENTION AND RETURN

8.1 Upon termination or expiration, Provider will make Client Data available for export for Export Period (days): . After the export period, Provider may securely delete Client Data subject to applicable law.

9. AUDIT RIGHTS

9.1 Client may, upon reasonable notice and during normal business hours, audit Provider's compliance with the security and data handling obligations set forth in this Agreement. Audits shall be limited in frequency to no more than once per calendar year unless a material incident justifies additional audits.

10. INDEMNIFICATION

10.1 Provider shall indemnify, defend and hold Client harmless from third-party claims alleging Provider's gross negligence or willful misconduct in the provision of the Tracker, subject to the limitations and procedures set forth in this Agreement.

10.2 Client shall indemnify, defend and hold Provider harmless from third-party claims arising from Client Data or Client's misuse of the Tracker.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY CLIENT TO PROVIDER IN THE PRIOR TWELVE (12) MONTHS.

12. NOTICES

12.1 All notices under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Notices are effective upon receipt.

13. AMENDMENTS; WAIVER

13.1 No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties. No waiver of any provision shall constitute a waiver of any other provision.

14. GOVERNING LAW; VENUE

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in that State.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating to the subject matter hereof. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. COUNTERPARTS

16.1 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.

17. MISCELLANEOUS

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