Modeling Agreement for Legal Services

Modeling Agreement for Legal Services

This Modeling Agreement for Legal Services (the Agreement) is made and entered into as of Effective Date: by and between Client Name: an entity type: Corporation Individual, with principal place of business at (Client), and Consultant Name: an entity type: Corporation Individual, with principal place of business at (Consultant). Client and Consultant are each a Party and collectively the Parties.

RECITALS

WHEREAS, Client requires specialized modeling, analysis, and related technical services in support of legal matters, including but not limited to data modeling, statistical analysis, simulation, and expert-ready deliverables; and

WHEREAS, Consultant represents that it possesses the technical expertise, personnel, tools, and methodologies necessary to provide the modeling services described herein in a manner suitable for use in litigation support, regulatory matters, or internal legal decision-making; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Consultant will provide such modeling services to Client.

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

1. DEFINITIONS

1.1 "Services" means the modeling, analysis, reports, visualizations, expert exhibits, test data sets, methodologies, code, model artifacts, and related work to be performed by Consultant as described in Section 2 and in any Statement of Work executed under this Agreement.

1.2 "Deliverables" means tangible or electronic outputs of the Services delivered to Client, including final reports, model files, algorithms, and documentation.

2. SCOPE OF SERVICES

Consultant shall provide Services in accordance with the specifications set forth in Statement of Work No.: executed by the Parties. The specific scope, milestones, acceptance criteria, and timelines for each engagement shall be described in a Statement of Work signed by authorized representatives of both Parties prior to commencement of Services.

3. DELIVERABLES; ACCEPTANCE

Consultant shall deliver Deliverables in the format and by the dates set forth in the applicable Statement of Work. Client shall have a period of days following delivery to inspect and test the Deliverables for substantial conformance to the applicable acceptance criteria. Deliverables will be deemed accepted if Client does not deliver written notice of nonconformance within the acceptance period.

4. COMPENSATION

4.1 Fees. Client shall pay Consultant fees according to the fee structure selected: Hourly Fixed Fee Other (describe below).

4.2 Payment Terms. Consultant shall invoice Client monthly unless otherwise agreed in the applicable Statement of Work. Unless otherwise agreed, invoices are due and payable within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. EXPENSES

Client will reimburse Consultant for pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with the Services. Reimbursable expenses will be itemized on Consultant's invoices and supported by receipts upon Client's reasonable request.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means all non-public information disclosed by a Party to the other Party, whether oral, written, electronic, or other form, including but not limited to client data, privileged communications, case facts, model inputs, methodologies, source code, and expert work product.

6.2 Obligations. Each Party shall (a) maintain the other's Confidential Information in strict confidence; (b) use such Confidential Information solely to perform its obligations under this Agreement; and (c) restrict access to such Confidential Information to employees, contractors, or consultants with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

6.3 Privilege and Legal Process. Client acknowledges that certain communications and materials may be protected by the attorney-client privilege or work-product doctrine. Consultant will comply with Client's written instructions regarding preservation of privilege and shall promptly notify Client of any subpoena, court order, or legal process seeking disclosure of Client's Confidential Information.

7. DATA SECURITY AND PRIVACY

7.1 Security. Consultant shall maintain administrative, technical, and physical safeguards appropriate to the size and complexity of the Services to protect Confidential Information from unauthorized access, disclosure, alteration, or destruction.

7.2 Breach Notification. Consultant shall notify Client without undue delay upon becoming aware of any security incident materially affecting Client's Confidential Information and shall cooperate in remediation and notification efforts.

8. INTELLECTUAL PROPERTY

8.1 Ownership of Pre-Existing Materials. Each Party retains ownership of its pre-existing intellectual property. Nothing in this Agreement transfers ownership of pre-existing tools, libraries, or methodologies of Consultant except as expressly set forth in a Statement of Work.

8.2 Work Product. Unless otherwise provided in a Statement of Work, Consultant grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use the Deliverables for Client's internal legal matters and litigation. If the Parties elect assignment of intellectual property, such assignment must be set forth in writing in the applicable Statement of Work.

9. REPRESENTATIONS AND WARRANTIES

Consultant represents and warrants that: (a) it will perform Services in a professional and workmanlike manner consistent with industry standards; (b) Services and Deliverables will not knowingly infringe any third party intellectual property rights; and (c) it has the authority to enter into and perform its obligations under this Agreement.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. INDEMNIFICATION

Each Party (the Indemnifying Party) shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees and agents (the Indemnified Party) from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's breach of this Agreement, gross negligence, or willful misconduct. Consultant's indemnity obligations related to intellectual property infringement shall be subject to Client providing prompt written notice and sole control of the defense.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. CONSULTANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO CONSULTANT UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. TERM AND TERMINATION

12.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section or until all Statements of Work are completed.

12.2 Termination for Convenience. Either Party may terminate this Agreement or any Statement of Work for convenience upon days' prior written notice to the other Party. In the event of such termination, Client shall pay Consultant for Services performed and non-cancellable obligations incurred up to the effective date of termination.

12.3 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

13. INSURANCE

Consultant shall maintain professional liability/errors and omissions insurance with coverage limits reasonable for the scope of Services and shall provide certificates of insurance upon Client's request.

14. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth in the opening paragraph or to such other address that a Party may specify in writing. Notices are effective upon receipt.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all executed Statements of Work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations, and agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this Agreement will be effective unless it is in writing and signed by both Parties. Failure or delay by either Party to enforce any right or remedy will not constitute a waiver of such right or remedy. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument.

18. MISCELLANEOUS

The Parties agree to cooperate in good faith in the performance of this Agreement. Consultant may not assign this Agreement or subcontract material performance without Client's prior written consent, which shall not be unreasonably withheld. Any permitted assignee shall assume the assigning Party's obligations.

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