Law Firm Digital Agreement

This Digital Agreement ("Agreement") is made effective as of [Effective Date], by and between [Your Company Name], a law firm organized and existing under the laws of the [State/Province] of [State/Province Name], with its head office located at [Your Company Address], herein referred to as the "Firm", and [Client Name], herein referred to as the "Client".

1. SERVICES PROVIDED

The Firm shall provide the Client with the following digital legal services ("Services"):

Online legal consultation via video conference, email, or secure chat platforms.
Electronic preparation, review, and management of legal documents.
Access to a secure client portal for the submission and retrieval of documents.
Regular updates on legal matters through digital communication.

2. PAYMENT TERMS

The Client agrees to pay the Firm as follows:

A retainer fee of $[Amount] is due upon the execution of this Agreement.
Hourly charges for Services provided that exceed the retainer are billed at $[Hourly Rate].
All payments are due within 30 days of invoicing.

3. TERM AND TERMINATION

This Agreement shall commence on the date first above written and shall continue in effect until terminated by either party upon 60 days written notice.
Either party may terminate this Agreement immediately for cause if the other party breaches any terms and fails to correct the breach within 30 days of written notification.

4. CLIENT'S OBLIGATIONS

Client shall:

Provide all necessary information and documents to the Firm in a timely and efficient manner.
Ensure that all information provided to the Firm is accurate and complete.
Maintain confidentiality of any usernames, passwords, and other login information required to access the Firm’s digital services.

5. FIRM'S OBLIGATIONS

The Firm shall:

Provide the Services with reasonable skill and care conforming to professional standards.
Use best efforts to ensure that all digital services are available 24/7, barring any maintenance or unforeseen downtime.
Protect and secure any personal information received from the Client in accordance with applicable privacy laws.

6. INTELLECTUAL PROPERTY

All intellectual property rights in the materials, tools, and processes used by the Firm to provide the Services shall remain the property of the Firm.
The Client shall own all rights to any documents specifically prepared for the Client under this Agreement, except for any pre-existing intellectual property used in their creation.

7. CONFIDENTIALITY

Each party agrees to retain in confidence all information and know-how transmitted to it by the other party that the receiving party knows or reasonably should know is confidential or proprietary ("Confidential Information"). This includes, but is not limited to, business processes, client lists, client information, transaction details, trade secrets, and the terms of this Agreement. Confidential Information does not include information that:

was known to the receiving party prior to the date of disclosure;
becomes publicly known through no fault of the receiving party;
is received from a third party without a duty of confidentiality;
is independently developed by the receiving party without a breach of this Agreement; or
is disclosed under the order of a court or governmental agency.

Obligations under this clause shall not be construed to prohibit the disclosure of Confidential Information if such disclosure is legally required by a court or other governmental authority. Prior to such disclosure, the disclosing party shall provide prompt notice to the other party to allow the non-disclosing party a reasonable opportunity to contest or limit the proceedings in such legal or governmental administrative proceedings.

Confidentiality After Termination: The confidentiality obligations set forth in this Section shall remain in effect for three (3) years after the termination or expiration of this Agreement.

8. LIMITATION OF LIABILITY

The Firm’s total liability under this Agreement for all claims of any kind arising out of or relating to the Agreement, or to any act or omission by the Firm, whether in contract, tort, or under any other theory of liability, will be limited to the total amount paid by the Client to the Firm under this Agreement for the Services that are the subject of the claim.

In no event will the Firm be liable for any indirect, special, incidental, or consequential damages of any kind regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

9. DISPUTE RESOLUTION

In the event of any dispute arising out of or relating to this Agreement, the parties will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable period, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation does not successfully resolve the dispute, either party may request that the dispute be resolved by confidential binding arbitration governed by the Federal Arbitration Act ("FAA").

10. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of [State/Province], without regard to its conflict of laws principles. The parties agree that any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the courts located in the County of [County], State of [State/Province], and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

Choice of Law: This clause confirms that the laws of a specific jurisdiction will govern the interpretation and enforcement of the terms of the Agreement, regardless of where the Agreement is executed or where the parties do business. This is crucial in ensuring that both parties have a clear understanding of the applicable legal framework that will resolve any disputes.

Venue: The parties agree to submit to the exclusive jurisdiction of the specified courts, providing a predefined location for resolving disputes, which can prevent jurisdictional disputes that could arise in multi-regional operations.

Enforcement: If any part of this Agreement is found to be void or unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This ensures the continuation of the enforceable parts of the Agreement even if a portion of it is later invalidated.

IN WITNESS WHEREOF, the parties hereto have executed this Digital Services Agreement on the day and year first above written.

[Your Company Name]

[Your Company Representative Name]

[Client]

[Client Name]