Legal Tracking Agreement

LEGAL TRACKING AGREEMENT

This Legal Tracking Agreement ("Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: , a Individual Corporation LLC , with principal place of business at (hereinafter "Provider"); and Client Name: , a Individual Corporation LLC , with principal place of business at (hereinafter "Client"). Provider and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider maintains and operates systems, processes and professional services for tracking legal matters, deadlines, filings, documents and related deliverables (collectively, the "Tracking Services"); and

WHEREAS, Client requires Tracking Services to monitor legal matters and related compliance obligations and desires Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the Tracking Services, the handling of Client Data, and the allocation of risk between them.

NOW, THEREFORE, in consideration of the mutual covenants 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 "Client Data" means all electronic or hard-copy information provided by or on behalf of Client to Provider for purposes of performing the Tracking Services, including case files, calendar items, deadlines, contact information and document metadata.

1.2 "Deliverables" means reports, alerts, calendars and other outputs prepared by Provider specifically for Client in connection with the Tracking Services.

2. SERVICES

2.1 Scope. Provider shall provide Tracking Services as described in the scope attached or specified by the Parties below. Provider shall use commercially reasonable efforts to track matters and generate Deliverables in accordance with the specifications and schedule mutually agreed by the Parties.

2.2 Modifications. Any change in the scope that materially increases Provider's costs or materially affects performance time shall be subject to a written change order signed by authorized representatives of both Parties.

3. TERM

3.1 Initial Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of months unless earlier terminated in accordance with Section 7.

4. FEES AND PAYMENT

4.1 Fees. In consideration for the Tracking Services, Client shall pay Provider the fees set forth below and in any applicable statement of work. Fees are exclusive of taxes and reimbursable expenses unless expressly stated otherwise.

4.2 Late Payment. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Provider may suspend services for nonpayment after ten (10) days' prior written notice.

5. CONFIDENTIALITY, PRIVILEGE AND DATA SECURITY

5.1 Confidentiality. Each Party shall maintain the confidentiality of all Confidential Information disclosed by the other Party and shall not disclose such information except as necessary to perform under this Agreement or as required by law. "Confidential Information" includes Client Data and non-public business information.

5.2 Attorney-Client Privilege. Provider acknowledges that Client Data may contain privileged or otherwise protected information. Provider shall not access or use privileged materials except to the extent necessary to perform the Tracking Services and shall notify Client promptly if Provider determines it is legally compelled to disclose privileged information.

5.3 Security Measures. Provider shall implement and maintain administrative, technical and physical safeguards reasonably designed to protect Client Data from unauthorized access, disclosure, alteration and destruction. In the event of a suspected or confirmed data breach affecting Client Data, Provider shall notify Client without undue delay and cooperate in remediation.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Client retains all right, title and interest in and to Client Data. Provider retains all right, title and interest in and to Provider's pre-existing materials, software, methodologies and other intellectual property. Provider hereby grants Client a non-exclusive, non-transferable license to use the Deliverables solely for Client's internal business purposes.

7. TERMINATION

7.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

7.2 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.

7.3 Effect of Termination. Upon termination, Provider shall cease providing Tracking Services and, if requested by Client, return or destroy Client Data in accordance with Section 5. Provider shall be entitled to payment for services performed and expenses incurred through the effective date of termination.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

8.1 Mutual Representations. Each Party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Provider Warranty. Provider warrants that it will perform the Tracking Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Indemnification by Provider. Provider shall indemnify and hold harmless Client from third-party claims arising out of Provider's gross negligence or willful misconduct in performing the Tracking Services.

9.2 Indemnification by Client. Client shall indemnify Provider for claims arising from Client Data that infringe third-party rights or that cause Provider to violate applicable laws in performing the Tracking Services.

9.3 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

10. NOTICES

10.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party designates by written notice in accordance with this Section.

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the Parties:

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.4 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties.

11.5 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.

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