BLUEPRINT PROVIDER AGREEMENT
EFFECTIVE APRIL 25, 2018
The following is a legal agreement (“Agreement”) between you and Curo Legal LLC (“CuroLegal”) governing the terms of participating as a provider (“Provider”) on the American Bar Association’s (“ABA”) ABABlueprint.com (“ABA Blueprint”) site. By accepting this Agreement on the Blueprint Provider Application (“Provider’s Application” ), you agree to be bound by the terms of this Agreement.
ABA Blueprint is a law practice management application that helps solo and small law firms run a modern and efficient law practice. ABA Blueprint includes Providers that support such lawyers. ABA Blueprint provides recommended resources to the user after the user answers questions about his or her law practice. Providers supply discounts to ABA Members and ABA Participants, as each is defined below, through the ABA Blueprint software application.
This Agreement provides the terms and conditions regarding Provider’s participation in ABA Blueprint, including:
• Provider shall provide a discount to ABA Members and ABA Participants that is not offered to Provider’s other customers;
• Provider shall pay a participation fee that supports the administration, development and marketing of ABA Blueprint; and
• Provider shall participate in ABA Blueprint’s consumer driven ratings system.
Participation in ABA Blueprint does not constitute an endorsement by CuroLegal or the ABA. Provider shall comply with the marketing terms set forth in this Agreement, including the use of CuroLegal trademarks and ABA trademarks.
CuroLegal may change the terms of this Agreement at any time, at its sole discretion.
The parties, intending to be legally bound, agree as follows:
SECTION 1: BLUEPRINT OFFERINGS
1. ABA Blueprint Products and Services. To the extent Provider charges its users money for its products, content, or services, Provider shall offer its products and services at uniquely discounted savings to ABA Members and ABA Participants through the ABA Blueprint software application, an automated online concierge for selecting the tools solo and small firm lawyers need to manage and build their practices.
a. Provider shall provide its products or services at rates and/or discounts pursuant to the terms agreed upon in Provider’s Application or in subsequent writings agreed to by the parties, which shall be deemed incorporated by reference into this Agreement. By clicking “Accept” on Provider’s Application, Provider is agreeing to the terms of this Agreement.
b. Provider represents and warrants that, during the term of this Agreement, all of its pricing terms set forth in this Agreement for ABA Blueprint products and services are comparable to or better than the pricing terms being offered by Provider to any other customer of Provider for similar products or services. If during the term of this Agreement, Provider enters into agreements with any other customer for similar products or services that provide such customer with more favorable pricing terms than those set forth in this Agreement, Provider shall immediately notify CuroLegal and the ABA in writing and offer CuroLegal and the ABA the same pricing terms. Provider shall not knowingly, during the term of this Agreement, enter into a contract with better terms with another national, state or local group unless such offer is made available prospectively to CuroLegal and the ABA.
c. “ABA Members” are defined as all ABA members, associate members and law student members. “ABA Participants” are defined as (i) any business owned by an ABA Member; (ii) any employee of a business owned by an ABA Member; (iii) a law firm where one or more of the attorneys are ABA Members; (iv) an employee of the ABA; or (v) the immediate family of an ABA Member or an employee of the ABA.
d. Any ABA Member and ABA Participant may purchase Provider products and services offered under ABA Blueprint as long as they comply with the terms and conditions of this Agreement, and further provided that any and all contracts for such Provider products and services shall be entered into directly between Provider and ABA Members or ABA Participants, including any and all payments for such Provider products and services. Provider is solely liable for any and all credit card payments for Provider products and services; Provider acknowledges and agrees that CuroLegal and ABA shall have no liability with respect to such credit card payments.
(1) Unless otherwise agreed to by the Provider, ABA Members and ABA Participants who are currently customers of Provider, as of the Effective Date, cannot register or participate in Provider’s product offering(s) included in ABA Blueprint.
(2) The terms and conditions of the relationship of each ABA Member and each ABA Participant to Provider shall be governed by the written agreement between such ABA Member or ABA Participant and Provider. The financial responsibilities for products or services purchased by an ABA Member or ABA Participant from Provider under ABA Blueprint shall be solely those of the individual ABA Member or ABA Participant, and Provider shall not seek any payments, reimbursements, or damages from ABA because of any relationship between Provider and an ABA Member or ABA Participant.
e. Provider shall pay an annual participant fee for the Initial Term (as defined below) and for subsequent terms for each product it wishes to include on ABA Blueprint, as identified in the following schedule:
Parameters on Provider
Provider has served paid customers with its product or service for 1 or more years
$5,000 – one product
($1,000 discount for each additional product)
(Example: $9,000 for two products and $12,000 for three products)
Provider has served paid customers with its product or service for less than 1 year
$2,500 – one product
($1,000 discount for each additional product)
(Example: $4,000 for two products and $4,500 for three products)
Provider’s substantive content (i.e., article or handbook) is included on ABA Blueprint
Provider shall make the initial payment to CuroLegal at the time of application. Subsequent annual payments shall be made by provider on the anniversary date of application. Provider‘s failure to make a subsequent annual payment shall result in the removal of Provider‘s product or service from the site.
f. Any Provider that provides content on ABA Blueprint grants CuroLegal and ABA a non-exclusive, world-wide, royalty free license to use and present the content on the ABA Blueprint software application and related marketing efforts consistent with the terms of this Agreement.
g. Provider represents and warrants that, during the term of this Agreement, Provider shall perform the services in a professional manner, consistent with generally accepted industry standards.
2. For purposes of this Agreement, CuroLegal is authorized by the ABA to administer, develop and market ABA Blueprint.
3. Non-Endorsement Policy. Provider acknowledges that ABA must comply with all ABA policies, procedures, and practices and cannot endorse the products or services of Provider or any non-ABA entity. No provision of this Agreement shall be construed to permit or imply the endorsement, certification, or guarantee by ABA of any Provider product or service. Provider acknowledges that any such endorsement, certification, or guarantee is expressly prohibited by ABA policy.
SECTION II: RATINGS
4. ABA Blueprint includes a rating system where users can provide feedback on each Provider’s service or product. By participating in ABA Blueprint, Provider consents to participating in the rating system. Provider shall receive regular updates on its performance under the rating system.
5. Content from users does not reflect the opinions of CuroLegal or the ABA. Both CuroLegal and the ABA reserve the right to remove, screen, edit, or reinstate content from time to time at the sole discretion of ABA for any reason or no reason, and without notice to the Provider.
6. Neither CuroLegal nor ABA is responsible for the content provided by users under the ratings system. Provider waives all claims and/or causes of action against CuroLegal and the ABA related to ratings from users.
SECTION III: MARKETING
7. ABA Blueprint Marketing
a. ABA Blueprint is an innovative offering and shall be marketed by CuroLegal and the ABA as an ABA Member benefit. The parties expect that CuroLegal and ABA shall use different campaigns to market ABA Blueprint and to reach new ABA Members and ABA Participants. CuroLegal expects to work with Providers to create innovative messaging and marketing campaigns. CuroLegal shall share its plans to market ABA Blueprint with Provider as that information becomes available and as it evolves.
b. Any marketing campaigns conducted by Provider must be consistent with the ABA Blueprint marketing program and the terms of this Agreement, and pre-approved by CuroLegal and the ABA in writing. Unless otherwise agreed by the parties in writing, each party shall bear its own costs in executing marketing campaigns.
SECTION IV: NO LICENSING OF MARKS AND APPROVALS
8. Provider shall not use CuroLegal’s name, logos, trademarks, or tradenames without CuroLegal’s prior written consent. Provider shall not use ABA’s name, logos, trademarks, or tradenames, including without limitation ABA Blueprint, without ABA’s prior written approval.
SECTION V: GENERAL PROVISIONS
9. Indemnification. Provider shall indemnify, defend and hold harmless CuroLegal and the ABA, and their directors, officers, employees, customers, members, representatives and agents from any and all claims, suits, losses, liabilities, expenses, costs (including court costs and reasonable attorneys’ fees) and damages arising from or resulting from a claim, demand, suit, or proceeding by a third party (collectively, a “Claim”) as a result of Provider’s breach of this Agreement, including but not limited any acts or omissions of Provider.
10. Term and Termination.
a. Term. This Agreement shall begin on the Effective Date and terminate one (1) year from the Effective Date (“Initial Term”), unless terminated earlier in accordance with this Agreement. Provider, at its option, may renew the Agreement for additional term(s), subject to written agreement of Provider and CuroLegal. If the Provider participation fee changes after the Initial Term, CuroLegal shall give Provider ninety (90) days’ notice prior to renewal.
b. Termination. Either party may terminate this Agreement at any time, with or without cause, by giving the other party thirty (30) days’ prior written notice; provided, however, that in the event of material breach or bankruptcy, a party may terminate this Agreement, upon written notice to the other party.
c. Effect of Termination. Upon termination or expiration of this Agreement:
(1) CuroLegal and the ABA shall cease all promotion of the Provider’s goods/services in connection with ABA Blueprint; and
(2) Provider shall:
(i) fulfill all orders for products placed by ABA Members and ABA Participants prior to the effective date of termination; and
(ii) pay any and all fees that are outstanding and due through the termination date of this Agreement within thirty (30) days following the effective date of termination.
d. Except as otherwise set forth in this Agreement and subject to the payment of any fees due and owing, neither party shall have any obligation whatsoever to the other party for any of the other party’s activities related to the terms or subject matter of this Agreement that are conducted after the effective date of termination or expiration of this Agreement.
11. Notices. Any notices required under this Agreement shall be in writing and shall be sent by hand delivery or by any form of mail, courier, or delivery service providing documentation of receipt by an appropriate addressee at its mailing address set forth below. Notices shall be deemed received as shown in the documentation of delivery. Either party may change its address for the purpose of this Section 10 by giving written notice to the other party of such change. Notices shall be sent to the addresses listed in the Blueprint Provider Application.
12. No Assignment. Provider may not assign this Agreement without CuroLegal’s and ABA’s prior written consent.
Neither party shall disclose the terms and conditions of this Agreement to any third party without the written consent of the other party except as required by law. In the performance of or otherwise in connection with this Agreement, one party (“Discloser”) may disclose to the other party (“Recipient”) certain Confidential Information of the Discloser. The Recipient shall treat such Confidential Information as confidential and proprietary of the Discloser and during and after the term shall: (a) use the Confidential Information of the Discloser solely for the purposes set forth in this Agreement; (b) take suitable precautions and measures to maintain the confidentiality of the Confidential Information of the Discloser; and (c) not disclose or otherwise furnish the Confidential Information of the Discloser to any third party other than employees of the Recipient who have a need to know the Confidential Information to perform their obligations under this Agreement, provided such employees are obligated to maintain the confidentiality of the Confidential Information. Confidential Information shall include, without limitation, any and all materials and information, whether tangible or intangible (of whatever type or description, and whether capable of being reduced to written form), and any information about, or provided by ABA Members and ABA Participants.
The obligations under this Section shall not apply to: (a) approved use or approved disclosure of any information pursuant to the exercise of the Discloser’s rights under this Agreement; (b) information that is now or hereafter becomes generally known or available to the public other than through a violation of this Agreement; (c) information that is obtained by the Recipient from a third party (other than in connection with this Agreement) who was not under any obligation of secrecy or confidentiality with respect to such information; (d) information that is independently developed by the Recipient without reference to any Confidential Information; (e) any disclosure required by applicable law, provided that the Recipient shall use reasonable efforts to give advance notice to and cooperate with the Discloser in connection with any such disclosure, and provided further that the Recipient shall limit such disclosure to only that information that is required to be disclosed and that such disclosure required by law shall not otherwise release the Recipient from its confidentiality obligations set forth in this Agreement; and (f) any disclosure made with the explicit consent of the Discloser. The Recipient shall promptly return to the Discloser all originals and copies of any Confidential Information of the Discloser in its possession or control upon request, or in any event, upon any termination or expiration of the Agreement (excluding copies retained by a party solely for the purpose of compliance with its internal document and record retention policies, which copies shall remain subject to the confidentiality restrictions herein).
The parties acknowledge that in the event of a breach of this Section 13, it may be difficult to prove that the breach caused damages or irreparable harm for which monetary damages would be inadequate. Therefore, each party agrees that, that in addition to any other remedy, a party aggrieved by a breach of this Section 14 shall be entitled to seek injunctive and other equitable relief to which it may be entitled; provided, however, that the other party reserves the right to contest any request for injunctive relief.
14. Severability and Headings. If any provision of this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity of such provision shall not affect any other provision of this Agreement. The headings of this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.
15. Entire Understanding. This Agreement and the Blueprint Provider Agreement constitute the entire understanding and agreement between the parties concerning the subject matter of this Agreement. This Agreement may not be amended, supplemented, or modified except by a written document signed by both parties. Any and all previous agreements, whether written or oral, between the parties concerning the subject matter of this Agreement are hereby canceled and superseded by this Agreement.
16. Relationship of the Parties. CuroLegal and Provider are independent entities and nothing contained in this Agreement is intended to create a partnership or joint venture between the parties. Except as may be provided otherwise under this Agreement, neither party shall have any right or authority to bind the other party to any contract, agreement, or undertaking with any third party.
17. No Waiver. The failure of any party to insist upon performance of any of the provisions of this Agreement shall not be construed as a waiver of such provisions at that time or any prior or subsequent time.
18. No Third-Party Rights. The intended beneficiaries of this Agreement are Provider, CuroLegal and the ABA. No other persons or parties, including individual ABA Members and ABA Participants, may claim any rights as beneficiaries under this Agreement.
19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
20. Cumulative Remedies. All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.
21. Force Majeure. Notwithstanding anything to the contrary in this Agreement, neither party shall be liable for the delay or non-performance of any terms or conditions of this Agreement that are caused by acts or conditions generally recognized as being beyond its reasonable control, which may include, but are not limited to, acts of God, terrorism, natural disasters, or strikes by employees. As soon as possible after receiving knowledge of such a condition, the impaired party shall give oral, followed by written notice to the other party of such condition. As soon as possible after the termination of such condition, the impaired party shall resume performance.
22. Governing Law, Dispute Resolution, and Venue. This Agreement shall be governed in all respects by and construed in accordance with the laws of the State of Illinois, without regard to its choice of law provisions. Any action commenced by either party arising out of this Agreement may be brought only in the appropriate court in Chicago, Illinois. The parties agree to submit to the jurisdiction of such court. Any ground for objection to such venue, or to the personal jurisdiction of such court, or the right to removal of such action, is waived by the parties. The parties expressly waive the right to a jury trial.
23. Publicity. Neither party shall issue a press release or make any other disclosure regarding this Agreement, the parties’ business relationship, or the other party’s business without that party’s prior written consent.
BY CLICKING ACCEPT ON THE PROVIDER’S APPLICATION, PROVIDER AGREES TO THE TERMS OF THIS AGREEMENT.