Legal Virtual Agreement

LEGAL VIRTUAL AGREEMENT

This Legal Virtual Agreement (the "Agreement") is entered into as of Date: by and between Client Name: , and Provider Name: .

Client Name and Provider Name are each a "Party" and collectively the "Parties." The Effective Date of this Agreement is the date set forth above.

RECITALS

WHEREAS, Client desires to obtain virtual services consisting of remote access, software-as-a-service, virtual consulting, and related deliverables as more particularly described in Section 2; and

WHEREAS, Provider represents that it has the expertise, personnel, systems, and security controls necessary to deliver such virtual services and to provide remote access and credentials in a manner consistent with industry standards; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the provision and receipt of virtual services and related confidential information.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below:

"Virtual Services" means the remotely delivered services, software, consulting, training, monitoring, maintenance, and any Deliverables to be provided by Provider to Client under Section 2.

"Confidential Information" means nonpublic information disclosed by one Party to the other Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

"Deliverables" means tangible or electronic items created by Provider specifically for Client in connection with the Virtual Services.

2. SCOPE OF SERVICES

Provider will perform the Virtual Services in a timely, professional manner consistent with industry standards and in accordance with any milestones, acceptance criteria, and performance standards set forth in the description above. Provider shall retain records of performance and make such records available to Client upon reasonable request for verification of performance.

3. ACCESS, CREDENTIALS AND REMOTE CONNECTIONS

Provider shall provision access credentials and remote connection capabilities only to authorized Provider personnel. Client shall supply all necessary system access information and shall ensure that Client systems meet minimum configuration requirements communicated by Provider in writing. Client remains responsible for maintaining backup copies of Client data prior to Provider access.

Provider will implement reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of Client data to protect against unauthorized access, use, alteration, or disclosure. Provider shall use multi-factor authentication for privileged access where available.

4. FEES AND PAYMENT

Unless otherwise agreed in writing, Client shall pay Provider the fees set forth above within thirty (30) days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Fees do not include taxes, which shall be the responsibility of Client.

5. TERM; TERMINATION

This Agreement commences on the Effective Date and continues for the term set forth below unless earlier terminated in accordance with this Section. Initial Term (months):

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Either Party may terminate immediately upon insolvency, bankruptcy filing, or appointment of a receiver for the other Party.

6. CONFIDENTIALITY

Each Party agrees to maintain Confidential Information of the other Party in strict confidence, to use such information solely for the purposes of performing under this Agreement, and to restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that is or becomes publicly available other than by breach of this Agreement, is rightfully known prior to disclosure, or is rightfully obtained from a third party without restriction.

7. DATA SECURITY AND PRIVACY

Provider shall implement and maintain technical and organizational measures appropriate to the nature of the data processed to protect Client personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. In the event of a confirmed data breach affecting Client data, Provider shall notify Client without undue delay and in any event within seventy-two (72) hours of discovery when practicable, provide details of the breach, remediation steps, and reasonable assistance to Client.

8. INTELLECTUAL PROPERTY

Except as expressly provided herein, each Party retains all right, title and interest in and to its pre-existing intellectual property. Provider hereby grants Client a non-exclusive, non-transferable license to use Deliverables delivered under this Agreement solely for Client's internal business purposes, subject to payment of all fees. Provider retains ownership in any Provider tools, methodologies, templates, and general know-how used to perform the Virtual Services.

9. WARRANTIES; DISCLAIMER

Provider warrants that the Virtual Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against third-party claims arising out of Provider's gross negligence or willful misconduct in performing the Virtual Services or from Provider's breach of Section 6 (Confidentiality). Client shall indemnify, defend and hold harmless Provider from claims arising from Client's use of the Virtual Services in violation of this Agreement or applicable law.

11. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by notice pursuant to this Section.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. Venue for any action arising under this Agreement shall lie in the state or federal courts located in the county specified by the governing law state.

14. ENTIRE AGREEMENT; AMENDMENTS; WAIVER; SEVERABILITY

This Agreement, including any exhibits and attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right will operate as a waiver of that right. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by electronic means (including scanned or facsimile copies) constitute binding signatures for all purposes.

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