ADVANCELAW CORE MEMBERSHIP AGREEMENT

This Core Membership Agreement (“Agreement”) is entered into between AdvanceLaw, LLC, a Virginia limited liability company, a wholly-owned subsidiary of Mitratech Holdings, Inc., (“AdvanceLaw” or “Mitratech”) and the customer listed on the Order Form (“Customer”) and is effective as of the effective date listed on the Order Form (“Effective Date”).

This Agreement establishes the general terms and conditions to which the parties have agreed in order to facilitate the provision of Services.

1. Définitions

Term. The initial term of the Services (“Initial Term”) shall be as set forth in the Order Form and shall be automatically renewed for successive one year periods, (each a “Renewal Term”) commencing on the anniversary of the Initial Term, unless either Party notifies the other in writing, on or before forty five (45) days prior to the end of the then existing term, of its intention not to renew the Services. The Initial Term and Renewal Term(s) are collectively referred to as the “Term.”

Order Form. “Order Form” shall hereby mean the document(s), regardless of its actual name, mutually-agreed to by the parties which incorporates by reference the term of this Agreement, and describes Customer’s order-specific information, such as the particular Services ordered, license scope, user types, and fees.

AdvanceLaw Core Services

During the Term, AdvanceLaw shall provide:

1. Access to AL CounselConnector, AdvanceLaw’s digital platform for all legal department employees;
2. Unlimited “concierge” support from AdvanceLaw sourcing specialists. AdvanceLaw staff shall provide tailored counsel suggestions from the AdvanceLaw panel and rates/pricing for specific matters, considering required substantive or industry expertise, potential conflicts, diversity preferences, and other considerations;
3. In addition to the unlimited sourcing in Section 3(b), two Requests for Proposals (RFPs) for large matters/portfolios, comparing law firm credentials and pricing for up to three (3) AdvanceLaw firms and up to an equal number of Customer incumbents;
4. An annual GC Summit Seat for the senior most general counsel; and
5. Two passes for Customer’s lawyers and/or staff to Interact, Mitratech’s annual networking and thought leadership conference.

Fees

In consideration of AdvanceLaw providing Services, the Customer shall pay fees as outlined in the Order Form (the “Annual Subscription Fee”). The Annual Subscription Fee is due annually in advance.

1. Payment of all fees is due thirty (30) days after the invoice date unless stated otherwise on the Order Form payment terms. Interest accrues on past due balances at the lesser of a 1.5% per month or the highest rate allowed by law.
2. If the Customer requires a purchase order and fails to issue a purchase order in a timely manner, the payment terms shall be adjusted so that payment becomes due as if the purchase order was timely. A purchase order issued more than three (3) business days after the signing of this Agreement will not be deemed timely.
3. AdvanceLaw may, at any time after the Initial Term, and in its sole discretion, but no more than once per year, modify the Annual Subscription Fee upon providing the Customer with an electronic price quotation at least ninety (90) days before the increase is to take effect.

AdvanceLaw Representations

1. Strong Service. AdvanceLaw will endeavor, in good faith, to help a number of invited companies (“Participating Companies”), including the Customer, receive top treatment from a panel of high-value law firms (“Participating Firms”), which AdvanceLaw has vetted for quality, efficiency, and attitude. Subject to reasonable limitations, this means treatment similar to (or better than) that afforded by Participating Firms to their key clients in the normal course of business. To further drive efficiencies,
2. Participating Firms in the U.S. tend to be headquartered in less expensive cities.
   Participating Firms. AdvanceLaw will endeavor, in good faith, and as appropriate, to ensure that each Participating Firm will: (a) provide top lawyers; (b) support alternative fee arrangements; and (c) provide transparent and up-to-date timekeeping. AdvanceLaw also represents, based on its law firm vetting process, that the Participating Firms are committed to diversity.
3. Law Firm Evaluations. AdvanceLaw will endeavor, in good faith, to provide the Customer with law firm evaluation information collected from various sources (including other Participating Companies), and to provide the Customer, for its internal use only, with information on which firms and lawyers are performing well. We also remind the Participating Firms that they are being evaluated, in order to encourage especially strong results.

Customer Representations

The Customer will endeavor, in good faith, to: (a) discuss with AdvanceLaw how AdvanceLaw can be of most value to the Customer, which may include identifying initial matters for referral to AdvanceLaw, or introductions to AdvanceLaw lawyers with expertise helpful to the Customer; (b) introduce AdvanceLaw to appropriate members of the legal team as a department resource; and (c) complete brief evaluations on matters assigned to Participating Firms through AdvanceLaw.

Obligation and Termination

The Customer has no obligation to use any Participating Firm. Either party may terminate the Agreement immediately upon written notice to the other party if (a) the other party ceases to do business, or otherwise terminates its business operations; (b) the other party materially breaches this Agreement and fails to substantially cure such breach within thirty (30) days of receipt of written notice describing the breach; or (c) if the other party becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within ninety (90) days).

No Third-Party Beneficiaries

AdvanceLaw and the Customer agree that no other entity (including any Participating Firm) is a third-party beneficiary to this Agreement.

Confidentialité

AdvanceLaw and the Customer agree to keep the specific terms of this Agreement confidential. AdvanceLaw may disclose the names of the Participating Firms and Participating Companies unless Customer notifies AdvanceLaw otherwise in writing (including email).

Résolution des litiges

In the unlikely event there is a dispute between AdvanceLaw and the Customer in any way related to this Agreement, the parties agree to resolve the dispute informally, or failing that through confidential mediation, or failing that through confidential, final, binding arbitration. The Customer and AdvanceLaw agree that District of Columbia law will govern this Agreement.

Limited Liability

The Customer acknowledges that only the Customer and the law firms it retains (including any Participating Firms) are responsible for the legal services the firms provide. The Customer agrees that AdvanceLaw will have no liability for any professional negligence or other misconduct by any firm (including any Participating Firm), and the Customer further agrees that AdvanceLaw is not making representations concerning the Participating Firms (including, but not limited to, their capabilities), other than those herein.

1. In no event will either party be liable to the other party for any indirect, special, incidental, exemplary, punitive, treble, or consequential damages (including, without limitation, loss of business, revenue, profits, staff time, goodwill, use, data, or other economic advantage), whether based on breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, whether or not AdvanceLaw has previously been advised of the possibility of such damages.
2. EXCEPT FOR LIABILITY ARISING OUT OF OR RELATING TO GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, FRAUD, OR ANY LIABILITY THAT CANNOT BE EXCLUDED BY LAW, EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE OF ALL FEES PAID BY THE CUSTOMER TO ADVANCELAW UNDER THIS AGREEMENT IN THE TWELVE (12)-MONTH PERIOD PRECEDING THE BRINGING OF ANY CLAIM OR ACTION BY THE CUSTOMER.

Non-Legal Venture

The Customer agrees that neither AdvanceLaw nor any of its employees or owners is or will be providing legal advice to the Customer. AdvanceLaw provides consulting services only. The Customer acknowledges that (a) AdvanceLaw is not a lawyer referral service, (b) neither AdvanceLaw nor any of its employees or owners is or will be referring legal work from the Customer (or any Participating Customer) to any Participating Firm, or any other firm or attorney, and (c) AdvanceLaw receives no fees from law firms that are tied to engagements by Participating Companies or the fees charged by firms on those engagements; rather, AdvanceLaw will simply aim to provide information that the Customer may or may not choose to consider.

Affectation

Either party may assign this Agreement in its entirety to: its parent Customer or affiliate, to a successor by operation of law, or by reason of a merger, reorganization, or the sale or transfer of all or substantially all of its stock or assets to another entity. However, if the assignment is to a competitor of the non-assigning party or to an entity with which the non-assigning party is legally prohibited from conducting business (e.g., an entity subject to an applicable trade embargo) or to an entity with which the non-assigning party could be reasonably detrimental, then the non-assigning party may terminate this Agreement by providing written notice to the other party. Neither party may otherwise assign or transfer this Agreement without the other party’s prior written consent (not to be unreasonably withheld).

Governing Law and Venue

Unless otherwise set forth in the Order Form, this Agreement shall be governed by the laws of the State of Texas, without regard to its conflict of laws provision. Any dispute shall be brought and litigated in the state or federal courts of the District of Columbia, to whose exclusive jurisdiction the parties hereby consent.

1. The parties agree that this contract is not a contract for the sale of goods; therefore, the Agreement shall not be governed by any codification of Article 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act (“UCITA”), or any references to the United Nations Convention on Contracts for the International Sale of Goods.

Avis

Any notice required or permitted under the Agreement shall be delivered by hand, overnight courier, email or registered mail (return receipt requested), to the address of the party first set forth in an Order Form or to another address designated in writing in accordance with this subsection. For email notices, the email notice is deemed received the day the email is sent. For physical notices, notice will be deemed to have been given when delivered by hand, courier or physical mail. Termination notices may be given via email to the other party’s account manager, and notices of non-payment may be provided via email to the then-current billing contact.

1. To Mitratech. Notices to Mitratech shall be sent to 13301 Galleria Circle, Suite 200, Bee Cave, TX 78738 and [email protected].
2. To Customer. Notices to Customer shall be sent to the address stated on the applicable Order Form or provided to Customer’s Mitratech account manager.

Entire Agreement

This Agreement, including the Order Form and any attached addendums or exhibits, constitutes the parties’ entire agreement relating to its subject matter.

1. It cancels and supersedes all prior or contemporaneous oral or written communications, agreements, requests for proposals, proposals, conditions, representations, warranties, or other communication between the parties relating to its subject matter, including any Customer terms and conditions contained in any purchase order or other document, as well as any prior contractual agreements between the parties. All pre-printed terms of any Customer purchase order or other business processing document shall have no effect. If an Order Form conflicts with the Agreement, the Order Form shall prevail.
2. Mitratech reserves the right to update the terms in this Agreement from time to time, however, any modification to the terms of this Agreement shall only be binding upon Customer upon the signing of a new Order Form, Amendment, or Renewal.