Legal Voice Services Agreement

LEGAL VOICE SERVICES AGREEMENT

This Legal Voice Services Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Provider Name: with principal place of business at and Client Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Provider is engaged in the business of providing voice recording, transcription, and voice services tailored for legal and compliance uses; and

WHEREAS, Client requires Professional Voice Services for legal proceedings, attorney dictation, or related matters as described herein; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Provider will perform such services.

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

1. DEFINITIONS

1.1 "Services" means the voice recording, live or remote court reporting, transcription, editing, voice talent, annotation, and any related deliverables to be provided by Provider as described in Schedule A (Statement of Work), and any agreed modifications thereto.

1.2 "Deliverables" means final transcripts, audio files, edited voice recordings, or other outputs produced by Provider and delivered to Client under this Agreement.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the Statement of Work attached to this Agreement. General scope:

2.2 Service Levels. Provider will use commercially reasonable efforts to meet agreed turnaround and accuracy standards set forth in the Statement of Work. Provider shall notify Client promptly of any anticipated inability to meet such standards.

3. TERM

3.1 The term of this Agreement shall commence on Effective Date: and shall continue until terminated in accordance with Section 11.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees described in the Statement of Work. Standard rate (per unit or hour): .

4.2 Payment Terms. Unless otherwise agreed in writing, Client shall pay all undisputed invoices within days of invoice receipt. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" includes recordings, transcripts, case identifiers, personal data, privileged communications, and any nonpublic information disclosed by either Party in connection with the Services.

5.2 Non‑Disclosure. Each Party shall maintain Confidential Information in strict confidence and shall not disclose such information except to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.3 Exceptions. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving Party, or that is required to be disclosed by law, provided the receiving Party gives prompt notice and cooperates with any protective order or confidential treatment.

6. DATA SECURITY AND RETENTION

6.1 Security Measures. Provider shall maintain administrative, technical, and physical safeguards designed to protect the confidentiality and integrity of Client data, including encryption in transit and at rest where commercially reasonable.

6.2 Retention and Deletion. Unless otherwise directed, Provider will retain raw audio and transcript files for a period of after delivery, after which such materials may be deleted in Provider's ordinary course of business, subject to applicable law.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Client Materials. Client retains all right, title, and interest in and to Client Materials and any underlying legal content provided to Provider.

7.2 Deliverables. Subject to Client's payment of all fees, Provider grants to Client a perpetual, nonexclusive, worldwide license to use the Deliverables for Client's legal, regulatory, and business purposes. Provider retains the right to use anonymized, aggregated non-confidential data for internal quality assurance and service improvement, provided no Confidential Information or personally identifiable information is disclosed.

8. COMPLIANCE WITH LAWS

8.1 Provider and Client shall each comply with applicable laws and professional obligations governing the handling of recordings, privileged communications, and data privacy, including rules applicable to attorney-client privilege and court reporting.

9. REPRESENTATIONS AND WARRANTIES

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

9.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1 Indemnification by Provider. Provider shall defend, indemnify, and hold Client harmless from third-party claims arising from Provider's gross negligence or willful misconduct in performing the Services.

10.2 Indemnification by Client. Client shall defend, indemnify, and hold Provider harmless from claims arising from Client Materials, Client's instructions that result in liability, or Client's breach of confidentiality obligations.

10.3 Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING 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.

11. TERMINATION

11.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other Party.

11.2 Termination for Cause. Either Party may terminate for material breach if the breaching Party fails to cure within fifteen (15) days after written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Client shall pay Provider for Services performed and non‑cancellable commitments incurred through the effective date of termination. Sections concerning Confidentiality, Ownership, Indemnification, Limitation of Liability, Governing Law, and Survival shall survive termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address designated in writing.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties.

13.2 Waiver. No waiver of any provision hereof shall be effective unless in writing and signed by the Party against whom enforcement is sought.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by Client's principal place of business:

14.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.3 Entire Agreement. This Agreement, including the Statement of Work, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, written or oral.

MISCELLANEOUS PROVISIONS

15.1 Subcontracting. Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for performance and compliance with this Agreement.

15.2 Insurance. Provider shall maintain insurance coverage appropriate to the Services and shall provide certificates upon reasonable request.

15.3 Independent Contractor. Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, or agency relationship.

SIGNATURES

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