Legal Voice Service Agreement

LEGAL VOICE SERVICE AGREEMENT

This Legal Voice Service Agreement (the "Agreement") is made and entered into as of by and between Provider Name: whose principal place of business is , and Client Name: with principal place of business at .

RECITALS

WHEREAS, Provider operates a voice services platform and related support services tailored to legal and attorney-client communications, including live call handling, message intake, recording, and secure storage (the "Services");

WHEREAS, Client desires to engage Provider to perform the Services for Client's legal practice subject to the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide the Services upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. DEFINITIONS

"Deliverables" means any recordings, transcripts, messages, reports or other materials produced by Provider in connection with the Services. "Confidential Information" means nonpublic information disclosed by a party that is identified as confidential or that ought reasonably be understood to be confidential. "Service Level" means the operational standards described in Section 3.

2. SCOPE OF SERVICES

Provider shall perform voice services consisting of call answering, intake, call routing, secure recording, transcript delivery, and related administrative support as agreed in writing. Specific services and any custom features shall be described in an appended Statement of Work or Order Form. Briefly describe required custom services:

3. SERVICE LEVELS AND SUPPORT

Provider will use commercially reasonable efforts to provide the Services with an uptime target of . Provider will respond to service incidents in accordance with the following priorities and response targets: Critical — response within ; Non-critical — response within .

Service credits for failure to meet the uptime target shall be Provider's sole and exclusive remedy and are limited to a prorated credit applied to the next invoice, calculated based on the portion of the monthly fee attributable to the affected Service.

4. FEES AND PAYMENT

All fees are exclusive of taxes. Client shall pay all applicable taxes, except taxes based on Provider's net income. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider may suspend Services for unpaid fees after providing written notice and a ten (10) day cure period.

5. CONFIDENTIALITY AND ATTORNEY-CLIENT PRIVILEGE

Provider acknowledges that in performing the Services it may receive Confidential Information, including information subject to attorney-client privilege. Provider shall: (a) maintain such information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose such information to third parties except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) upon written request or termination, return or securely destroy Confidential Information as directed by Client. Provider acknowledges that it has no right to waive or assert attorney-client privilege on Client's behalf; Provider will cooperate with Client to preserve privilege, including executing any required confidentiality undertakings.

6. RECORDING, STORAGE AND CONSENT

Client authorizes Provider to record and store calls as necessary to provide the Services. Client represents that it will obtain any required consents from call participants under applicable law. Recorded materials and transcripts shall be retained for a period of unless otherwise directed in writing. Provider will use industry-standard encryption for data at rest and in transit.

Client confirms it will provide required notice and consent to recorded communications where legally necessary.

7. DATA PROTECTION AND SECURITY

Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the nature of the data to protect against unauthorized access, disclosure, alteration or destruction. Provider shall notify Client without undue delay and in no event later than seventy-two (72) hours after becoming aware of a confirmed security breach affecting Client's Confidential Information and shall cooperate in mitigation and remediation efforts.

8. OWNERSHIP AND LICENSE

Client retains all right, title and interest in and to Client Materials and Deliverables. Provider is granted a limited, non-exclusive, non-transferable license to use Client Materials solely to perform the Services. Provider may use aggregated, de-identified data for service improvement provided no Confidential Information or personally identifying information is disclosed.

9. TERM AND TERMINATION

The initial term of this Agreement shall commence on the Effective Date and continue for (the "Initial Term"). Thereafter this Agreement shall automatically renew for successive terms of equal duration unless either party provides written notice of nonrenewal at least prior to the end of the then-current term.

Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice. Client may terminate for convenience upon providing written notice and payment of any outstanding fees for services performed through the termination date.

10. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

11. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement. The Indemnified Party shall provide prompt written notice of any claim and allow the Indemnifying Party to control the defense and settlement of such claim, provided that the Indemnifying Party shall not settle any claim that admits fault of the Indemnified Party without the Indemnified Party's prior written consent.

12. LIMITATION OF LIABILITY

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

13. INSURANCE

Provider shall maintain commercial general liability and professional liability insurance with limits of not less than per occurrence and such other coverage as reasonably requested by Client. Provider shall provide evidence of insurance upon request.

14. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses below by certified mail, courier, or email with confirmation.

15. AMENDMENTS, WAIVER, COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. The failure of either party to enforce any right shall not constitute a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including natural disaster, acts of government, cyberattack, labor dispute, or telecommunications or internet failures, provided the affected party uses commercially reasonable efforts to resume performance.

17. GOVERNING LAW; DISPUTE RESOLUTION; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If unresolved, either party may seek relief in the state or federal courts located in the governing law jurisdiction. This Agreement, including any executed Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. ADDITIONAL PROVISIONS

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