Legal Voice Solution Agreement

LEGAL VOICE SOLUTION AGREEMENT

This Legal Voice Solution Agreement (the Agreement) is made as of Effective Date: by and between Client Name: , with principal place of business at (Client), and Provider Name: , with principal place of business at (Provider). Client and Provider are sometimes referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Provider maintains and licenses a voice communications platform, telephone interface services, call capture and transcription, secure storage, and ancillary legal-oriented telephony features designed for legal professionals (the Services); and

WHEREAS, Client desires to engage Provider to provide the Services, and Provider has the technical capability and agrees to provide such Services subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to establish the rights and obligations of each Party with respect to the provisioning, use, confidentiality, and ownership of data, recordings, and intellectual property arising from the Services.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the voice platform, hosted telephony, call recording, transcription, analytics, integration connectors, and related support and maintenance delivered by Provider under this Agreement, as further described in Section 2.

1.2 "Client Data" means all electronic data, recordings, transcriptions, metadata, and other information provided by or collected on behalf of Client in connection with the Services.

2. SERVICES

2.1 Scope. Provider shall provide the Services described in the Statement of Work attached hereto or described below. Provider will use commercially reasonable efforts to provide the Services in accordance with industry standards and the service levels set forth in Section 3.

3. SERVICE LEVELS

3.1 Availability. Provider will use commercially reasonable efforts to make the Services available 99.5% of the time, excluding scheduled maintenance and force majeure events. Provider shall provide prior notice for scheduled maintenance where practicable.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees as set forth below. All fees are exclusive of taxes, duties, and similar charges which shall be paid by Client unless Client provides a valid exemption.

4.2 Late Payments. Late payments shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by law. Provider may suspend Services for material non-payment after providing ten (10) days' written notice.

5. TERM AND TERMINATION

5.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for Initial Term (Months): unless earlier terminated in accordance with this Agreement. Thereafter, the Agreement shall automatically renew for successive renewal terms of the same length unless either Party provides not less than Renewal Notice Period (Days): days' prior written notice.

5.2 Termination for Cause. Either Party may terminate this Agreement (a) for material breach by the other Party if the breaching Party fails to cure within thirty (30) days after written notice specifying the breach, or (b) upon insolvency, bankruptcy filing, or appointment of a receiver for the other Party.

5.3 Effect of Termination. Upon termination, Client shall pay all accrued fees through the effective date of termination. Provider will, at Client's written request, provide an orderly export of Client Data for a period of thirty (30) days following termination, subject to payment of any outstanding fees.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by a Party to the other Party that is designated confidential or that reasonably should be understood to be confidential given its nature, including Client Data, business plans, and pricing.

6.2 Obligations. Each Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely for performance of this Agreement; and (c) limit disclosure to employees, contractors, and advisors with a need to know and bound by confidentiality obligations no less restrictive than these.

6.3 Exceptions. Confidential Information does not include information that is: (a) publicly available through no fault of the recipient; (b) rightfully received from a third party without restriction; (c) independently developed without reference to the disclosed Confidential Information; or (d) required to be disclosed by law, provided recipient gives prompt notice and cooperates to limit the disclosure.

7. DATA PROTECTION AND PRIVACY

7.1 Data Handling. Provider shall process Client Data only as necessary to provide the Services and in accordance with Client's documented instructions. Provider shall implement and maintain technical and organizational measures to protect Client Data against unauthorized or unlawful processing and accidental loss, destruction, or damage.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Provider retains all right, title, and interest in and to the Services, software, platform, and Provider's pre-existing intellectual property, including improvements, enhancements, and derivatives. Client retains all right, title, and interest in and to Client Data.

8.2 License. Subject to Client's payment of fees and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable, revocable license to access and use the Services for Client's internal business purposes during the Term.

9. WARRANTIES; DISCLAIMER

9.1 Limited Warranty. Provider warrants that the Services will be provided in a professional manner consistent with generally accepted industry standards. For any breach of this warranty, Client's exclusive remedy and Provider's entire liability shall be to use commercially reasonable efforts to correct the nonconformity or, if Provider cannot correct the nonconformity within a commercially reasonable period, to terminate the affected Services and refund any prepaid fees for the unused portion.

9.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR (A) LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS; (B) LOSS OF DATA; OR (C) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INDEMNIFICATION

11.1 Provider Indemnity. Provider shall indemnify, defend and hold Client harmless from and against any third-party claim arising from Provider's gross negligence or willful misconduct in performing the Services, or from an allegation that Provider's provision of the Services infringes a third party's intellectual property rights, provided Client gives prompt written notice and cooperates in the defense.

11.2 Client Indemnity. Client shall indemnify, defend and hold Provider harmless from and against any third-party claim arising from Client Data, Client's misuse of the Services, or Client's violation of applicable law.

12. NOTICES

12.1 Method. All notices under this Agreement shall be in writing and shall be delivered by personal delivery, certified mail (return receipt requested), nationally recognized courier, or email with confirmation to the addresses set forth below or to such other address as a Party shall designate by notice in accordance with this Section.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

13.2 Waiver. The failure of either Party to enforce any right shall not constitute a waiver of that right. Any waiver must be in writing and signed by the waiving Party.

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. Signatures delivered electronically or by facsimile shall be binding.

14. MISCELLANEOUS

14.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in its entirety to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

14.2 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, provided the affected Party gives prompt notice and undertakes reasonable efforts to resume performance.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles.

15.2 Entire Agreement. This Agreement, together with any exhibits or statements of work expressly incorporated by reference, 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.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the Parties' original intent.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives as of the Effective Date.

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