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STENO AGENCY, INC.
COURT REPORTER AGREEMENT

Effective: As of September 17, 2026

This Court Reporter Agreement (this “Agreement”) is entered into by and between Steno Agency, Inc. (“Steno”) and YOU  (“Court Reporter”), effective as of the date of the last signature on this Agreement (the “Effective Date”) with reference to the following:

  1. Engagement of Services
    1. Steno may make available assignments to Court Reporter for court reporting services, which may include but are not limited to, swearing in witnesses, transcribing depositions and/or other litigation-related proceedings, reading aloud portions of the record when requested, preparing and certifying transcripts, and performing related services (“Services”).
    2. Court Reporter will render Services by the completion dates set forth by Steno, by Steno’s customers, and/or by statute, whichever is earliest. Court Reporter agrees to use its best efforts to render Services, including providing rough and certified transcripts in a timely fashion and reasonably communicating with Steno regarding the status of any pending Services.
    3. In order to render the Services, Court Reporter must provide his or her own backup audio recording software, and Court Reporter must ensure that such recording software is working properly before each job. Court Reporter understands that even if Steno also records a deposition, such a recording is a courtesy and not a substitute for Court Reporter’s responsibility. For more information on Court Reporter’s recording obligations, see Section 5 below (“Audio Files”).
    4. Court Reporter understands that it is Court Reporter’s duty to gather exhibits following each deposition. While Steno may also have the exhibits, Court Reporter understands that the exhibits are ultimately Court Reporter’s responsibility. For more information on Exhibits, see Section 4 below (“Exhibits and Hold Notes”).
    5. Court Reporter is required and expected to follow all the laws, rules, and regulations pertaining to court reporting, including all ethical rules.
    6. Court Reporter understands that this is not an employment relationship and that Court Reporter has no right to access Steno’s marketplace or be offered jobs by Steno. Steno may reduce, remove, or change Court Reporter’s access to Steno’s marketplace at any time, with or without notice to Court Reporter.
  2. Compensation. Court Reporter will be paid as soon as reasonably practicable, generally within one week following the delivery of Court Reporter’s completed work (i.e. ascii files or other materials) and the submission of an invoice. In no event will Court Reporter’s compensation be tied to, or contingent on, the outcome of any case.
  3. Rates
    1. All rates must be agreed to by Steno and Court Reporter before Court Reporter takes a job with Steno ("Scheduled Rates"). Steno will not pay rates beyond Scheduled Rates. 
    2. If Steno offers Court Reporter a job prior to Court Reporter’s Scheduled Rates being on file with Steno, and Court Reporter invoices Steno at rates that are above market rates, Steno reserves the right to challenge Court Reporter’s rates and propose reimbursement at generally accepted, standard industry rates.
    3. Steno’s payment obligation for Services provided by Court Reporter shall be the lesser of (a) the amount reflected on Court Reporter’s invoice for such Services, or (b) Court Reporter’s Scheduled Rates for such Services. If an invoice reflects an amount higher than Court Reporter’s Scheduled Rates, Steno shall pay only the Scheduled Rates. Payment shall not be deemed a waiver, modification, or amendment of the Scheduled Rates for purposes of future invoices.
  4. Exhibits and Hold Notes
    1. Exhibits
      1. It is Court Reporter's responsibility to gather exhibits introduced in connection with a deposition, wherever those exhibits are presented, including in-person, online (such as through Box.com), through an online remote deposition platform (such as the chat feature on Zoom), or through Steno’s proprietary Steno Connect for Zoom.
      2. Exhibits may be provided by a firm to Steno as a courtesy, but Court Reporter must not rely on Steno to be the primary custodian of such exhibits. Steno is not the primary custodian of exhibits at any time, even if those exhibits are submitted through Steno Connect for Zoom.
      3. It is Court Reporter’s responsibility to follow up with any attorney following a deposition if an exhibit(s) was not obtained during the deposition. If Court Reporter is unsuccessful in obtaining an exhibit(s), Court Reporter must inform Steno.
      4. Court Reporter must provide all exhibits introduced at a deposition to Steno as soon as possible but no later than three (3) days following a deposition, regardless of whether Court reporter transcribes the deposition or not.
    2. Hold Notes
      1. If Court Reporter does not produce a transcript following a deposition, but instead is asked to hold notes, Court Reporter must hold the notes from the deposition for the duration of time as required by the appropriate jurisdiction.
      2. Court Reporter must also keep all notes and backups for the time period required by the appropriate jurisdiction.
  5. Audio Files
    1. Court Reporter is responsible for (a) having a backup audio recording of all proceedings, regardless of whether the deposition is in person or remote, and regardless of platform, and (b) ensuring that such audio is of acceptable quality.
    2. It is Court Reporter's responsibility to archive the audio for the amount of time required by the appropriate jurisdiction.
    3. While Steno may record a deposition and provide the audio files to Court Reporter as a courtesy, Steno is under no obligation to record or maintain audio files.
    4. If Court Reporter cannot produce a transcript at the requisite time period and Steno has indicated that its client is in urgent need of a transcript, Court Reporter agrees to provide backup audio to Steno so that another court reporter may transcribe it. In the event Court Reporter provides backup audio to Steno, Steno agrees to pay a reasonable fee for such audio.
  6. Expedited Transcripts
    1. If an expedited transcript is not turned in during regular business hours on the date the expedited transcript is due, Court Reporter accepts the risk that Steno may not deliver the expedited transcript to the client until the following day. If Steno does not deliver an expedited transcript on the date requested by the client because the transcript was received after regular business hours, Steno reserves the right to reduce the amount of money owed to Court Reporter by one expedited day.
    2. If Steno does not deliver an expedited transcript on the date following the date requested by the client because the transcript was received after regular business hours on that second day, Steno
    3. Steno also follows recommendations from the applicable Court Reporting Boards in setting reimbursement policies for expedited transcripts.
  7. Late Transcripts
    1. Steno expects Court Reporter to hand in all deliverables (transcripts and exhibits) by or before the due date. Steno reserves the right to report Court Reporter to the applicable court reporting board or association for failure to timely turn in a deliverable.
    2. If Court Reporter’s failure to turn in a deliverable on time causes Steno to have another court reporter transcribe the proceeding, then Court Reporter forfeits all fees in connection with that proceeding.
  8. Style Guide
    1. Steno desires to have consistency in its transcripts and makes its style guide available to Court Reporters.
    2. Steno’s Style Guide, along with other helpful resources, will be provided to Court Reporter during the onboarding process.
  9. Worksheets
    1. It is Court Reporter’s responsibility to ensure that the worksheet submitted to Steno is accurate and contains the appropriate information on how to process the job (i.e. read and sign information, attorney emails, billing information if provided, copy order information).
    2. Steno is not liable for processing a job incorrectly due to errors or omissions on Court Reporter’s worksheet.
  10. Honesty, Impartiality and Behavior
    1. Steno expects and requires Court Reporter to be honest in its dealings with Steno and Steno’s clients and to act with impartiality and without bias when performing the Services.
    2. Steno reserves the right to terminate Court Reporter from Steno’s marketplace without notice, to pull Court Reporter off a scheduled job with or without notice, and/or to otherwise cease working with Court Reporter if Steno learns that Court Reporter (i) charged for Services or deliverables not provided, (ii) acted with bias in connection with a proceeding, or (iii) acted improperly towards Steno personnel, Steno’s clients, or to other law firms in a proceeding.
  11. Representations and Warranties
    1. Court Reporter represents and warrants that it possesses all relevant licenses or certifications to perform the Services (i.e. as a notary or certified court reporter) as required by the applicable jurisdiction. Any licensure change must be promptly reported to Steno, but in no event more than 48 hours after discovering the change.
    2. Court Reporter represents and warrants that the Services will be performed in a professional manner and in accordance with the industry standards, all applicable laws, rules and regulations, and any requirements set forth by Steno.
    3. Court Reporter will not upload any transcript or notes from a proceeding or any document, including, but not limited to, exhibits received from a law firm, deponent, entity or Steno to ChatGPT, Claude, or any other generative artificial intelligence (“AI”) tool;
    4. Court Reporter will comply with all applicable federal, state, local and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions.
  12. Insurance and Damages
    1. Court Reporter understands that Steno’s general liability and workers’ compensation insurance do not extend to Court Reporter. If Court Reporter requires a certificate of insurance to perform Services, Court Reporter will be expected to secure insurance at its own expense.
    2. Steno recommends that court reporters obtain general liability, errors & omissions insurance and workers’ compensation insurance for their business needs.
    3. Court Reporter understands that any use of a motor vehicle in connection with Services is undertaken solely at Court Reporter’s own risk and expense. Steno shall have no liability, responsibility, or obligation for any accidents, injuries, property damage, or other losses arising from or related to Court Reporter’s operation or use of any motor vehicle, regardless of whether such use occurs while performing Services under this Agreement.
    4. Neither party will be liable for any lost or prospective profits or any other special, punitive, exemplary, consequential, incidental or indirect losses or damages (in tort or contract or otherwise) under or with respect to this Agreement.
  13. Use of Subcontractors
    1. In the event that Court Reporter uses subcontractors in the performance of the Services (such as scopists, proofreaders, etc.), Court Reporter shall remain fully responsible for the actions and performance of subcontractors.
    2. Court Reporter's subcontractor will be deemed to be Court Reporter for the purposes of defining its performance obligations under this Agreement.
  14. Confidential Information
    1. Court Reporter agrees that during the term of this Agreement and thereafter, it will not use or permit the use of any Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in this Agreement. Court Reporter also agrees that it will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and it will not disclose such Confidential Information to any third parties except as provided for below.
    2. “Confidential Information” as used in this Agreement means all non-public information regarding a case, including, but not limited to, rates, payment terms, pricing information, materials, documents, images, videos, any high-profile or sensitive matters, personal identifiable information (PII) which includes, but is not limited to, any medical information, social security numbers, bank account information, email addresses, and phone numbers, business operations, trade secret information, strategic plans, and all other information communicated to Court Reporter (including information which by the nature of the circumstances surrounding its disclosure should reasonably be understood to be treated as proprietary and/or confidential) that Court Reporter accesses, views, hears, observes, or is made aware of because of Court Reporter's provision of Services, whether provided by Steno, Steno's clients, or any other person or entity.
    3. Confidential Information will be held in strict confidence, will be used only for purposes of this Agreement, and will not be disclosed by Court Reporter, its employees, contractors or subcontractors (if applicable) for any reason, without the prior written consent of Steno.
    4. Confidential Information does not include information that (a) becomes a part of the public domain through no act or omission of Court Reporter, (b) is disclosed to Court Reporter by a third party not in connection with the Services and without restrictions on disclosure, and/or (c) was in Court
    5. In addition, this Section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that Court Reporter will first have given notice to Steno and will have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. All Confidential Information given to Court Reporter by Steno is the sole and exclusive property of Steno, its clients’, or its clients’ clients.
    6. If Confidential Information is inadvertently disclosed, Court Reporter agrees to notify Steno promptly (not later than 24 hours after the disclosure) and to cooperate with Steno to recover the Confidential Information or mitigate any damages.
  15. HIPAA and Duty to Cooperate in Event of Steno System Breach
    1. Court Reporter understands that there may be instances in which Court Reporter, its employees, contractors, or subcontractors (if applicable) have access to protected health information (“PHI”) as that term is defined in the Health Insurance Portability and Accessibility Act of 1996 (“HIPAA”). Court Reporter, and its employees, contractors (or subcontractors, if applicable) agree to safeguard all PHI and ensure its privacy, and agree to the Business Associate Agreement (“BAA”) attached as Exhibit A. Court Reporter agrees that it, its employees, and subcontractors, if applicable, may also be required to sign a BAA from any law firm in connection with the receipt of PHI, and Court Reporter agrees to facilitate the execution of any required BAA.
    2. In the event of a suspected or actual breach of Steno’s data, system, or network, Court Reporter agrees to cooperate with Steno so that Steno may fulfill its legal, statutory, and regulatory obligations.
  16. Media Requests and Subpoenas
    1. If Court Reporter is contacted by the media regarding a case, Court Reporter should direct the media to Steno and is discouraged from commenting.
    2. If Court Reporter receives a subpoena from a law firm or other entity regarding a transcript, Court Reporter should promptly (but no later than 48 hours) inform Steno, so that Steno can reach out to the parties to see if further action should be taken. Court Reporter agrees not to take action before consulting Steno.
  17. Claw Backs
    1. If Steno discovers that a charge from Court Reporter was improper, for instance, a copy was charged for but not ordered on the record or otherwise requested in writing, Steno reserves the right to either
    2. Steno also reserves the right to claw back fees paid to Court Reporter for deliverables not sold to law firms, including for copy orders not ultimately delivered to a law firm or to pay Court Reporter for copies when a law firm on COD orders the transcript. Steno will provide proof upon request to Court Reporter that the law firm for which Steno seeks to claw back fees did not take possession of a transcript or any deliverable and refused to pay for it.
  18. Independent Contractor Relationship
    1. Court Reporter’s relationship with Steno is that of an independent contractor and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Steno and Court Reporter or any of Court Reporter’s employees or agents.
    2. Court Reporter is not authorized to make any representation, contract or commitment on behalf of Steno.
    3. Court Reporter will not be entitled to any of the benefits that Steno may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits.
  19. No Assignment. Court Reporter agrees not to assign or delegate its performance under this Agreement to any other person without the express prior written consent of Steno.
  20. Term and Termination
    1. Term. This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either party.
    2. Termination. Either may terminate this Agreement with or without cause, at any time, effective immediately, without notice. Termination of this Agreement does not excuse or forgive Court Reporter's obligation to turn in a deliverable (e.g. transcript).
  21. Contact Information and Legal Notices
    1. For routine communications with Steno, Court Reporter should communicate with team members by text message, phone call, or email.
    2. For general questions about Steno, Court Reporter should email concierge@steno.com.
    3. For questions about this Agreement, Court Reporter should email legal@steno.com.
    4. Any legal notices under this Agreement will be delivered: (i) ) by personal delivery; (ii) by overnight courier upon written verification of receipt; (iii) by email upon acknowledgment of receipt; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the address on file for either party or available online, or as either party may specify in writing.
  22. Survival and Governing Law
    1. The rights and obligations contained in Section 11 (“Representations and Warranties”), Section 14 (“Confidential Information”), and Section 15 (“HIPAA and Duty to Cooperate in Event of Steno System Breach”) will survive any termination or expiration of this Agreement.
    2. This Agreement will be governed in all respects by the laws of the State of California, United States, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.
  23. Severability, Waiver, and Entire Agreement
    1. If any provisions of this Agreement are held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired.
    2. The waiver by Steno of a breach of any provision of this Agreement will not operate or be construed as a waiver of any other or subsequent breach by Court Reporter.
    3. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may only be changed or amended by mutual agreement of the parties in writing.

EXHIBIT A

BUSINESS ASSOCIATE AGREEMENT (SUBCONTRACTOR AGREEMENT)

This Business Associate Agreement (“BAA”) is entered into by Steno (“Business Associate”) and Court Reporter (“Subcontractor”) and governs Business Associate’s processing of PHI (defined below) on behalf of Customer (defined below) in connection with the Court Reporter Agreement (“Agreement”) between the parties. The terms of this BAA supplement the Agreement and shall be deemed incorporated herein in their entirety. Capitalized terms used and not specifically defined herein shall have the same meaning as in the Agreement.

1. PURPOSE. This Agreement is made in accordance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and is intended to ensure that (i) Business Associate will establish and implement appropriate privacy, security, and data breach related safeguards for the Protected Health Information (as defined under the HIPAA Rules, “PHI”) that Business Associate may receive, create, maintain, use, or disclose in connection with the functions, activities, and services that Business Associate performs for or on behalf of Customer, and (ii) Subcontractor complies with HIPAA’s requirements when handling PHI on behalf of Business Associate.

2. DEFINITIONS
  • Business Associate: Steno, which is performing services for a Covered Entity or for a law firm who represents a Covered Entity.
  • Covered Entity: A healthcare provider, health plan, or healthcare clearinghouse contracting with Business Associate.
  • Customer: Means the customer of Business Associate on whose behalf Business Associate receives, creates, maintains, or transmits PHI in connection with the Agreement.
  • HIPAA Rules: Means 45 C.F.R. Part 160 and Part 164 and refers to the Privacy Rule, the Security Rule, and the breach notification and enforcement rules contained therein.
  • Protected Health Information (PHI): Any individually identifiable health information as defined by HIPAA, including electronic PHI (“ePHI”).
  • Subcontractor: Court Reporter providing court reporting services to Business Associate and handling PHI in the process.
3. OBLIGATIONS OF BUSINESS ASSOCIATE
  1. Permitted Uses and Disclosures. Business Associate agrees to receive, create, use, and disclose PHI only in a manner that is consistent with this BAA and the HIPAA Rules and only in connection with providing services to Customer. Notwithstanding the foregoing, Business Associate may use or disclose PHI as required by law.
  2. Safeguards. Business Associate agrees to make only the minimum necessary uses, disclosures, and requests for PHI where required to do so by the HIPAA.
  3. Reporting. Business Associate agrees to report to Customer any actual or attempted Breach of Unsecured PHI of which it becomes aware without unreasonable delay in a time specified by contract, where a report is required by as required by law, including under 45 C.F.R. 164.410 and related regulations. Business Associate’s notification of an actual or attempted Breach of Unsecured PHI under this Section shall comply in all material respects with the HIPAA Rules.
  4. Mitigation. Business Associate agrees to mitigate, to the extent practicable and in any manner required by law, any harmful effect that is known to Business Associate as a result of a use or disclosure of PHI by Business Associate or Subcontractor in violation of this BAA’s requirements. 
  5. Holding Subcontractors Accountable: Business Associate agrees, in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, to require that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate in connection with Business Associate’s provision of services to Customer agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information.
4. OBLIGATIONS OF SUBCONTRACTOR
  1. Permitted Uses and Disclosures. Subcontractor shall only use or disclose PHI as necessary to perform services under this Agreement and shall not use PHI in a manner inconsistent with HIPAA.
  2. Safeguards. Subcontractor shall implement administrative, physical, and technical safeguards to protect PHI from unauthorized access, disclosure, or misuse.
  3. Reporting. Subcontractor shall report to Business Associate any unauthorized use or disclosure of PHI promptly, but no later than 24 hours, following discovery. Subcontractor shall also report to Business Associate any Security Incident (as defined at 45 C.F.R. 164.304) of which it becomes aware, without unreasonable delay.
  4. Mitigation. Subcontractor shall cooperate with Business Associate in mitigating any harm resulting from unauthorized PHI use or disclosure.
  5. Subcontracting. Subcontractor shall not further subcontract any work involving PHI without prior written approval from Business Associate and a signed agreement ensuring HIPAA compliance.
  6. Access to PHI. Subcontractor shall provide access to PHI when requested by Business Associate or the Covered Entity to comply with patient rights under HIPAA.
  7. Amendment of PHI. Subcontractor shall accommodate requests to amend PHI as directed by Business Associate or the Covered Entity.
  8. Accounting of Disclosures. Subcontractor shall document and provide an accounting of PHI disclosures upon request.
  9. Access to Books and Records. Subcontractor shall make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Subcontractor on behalf of, Business Associate available to the Secretary of the U.S. Department of Health and Human Services for purposes of determining compliance with the HIPAA Rules by Business Associate and/or Covered Entity.
5. TERM AND TERMINATION
  1. Term. This Agreement shall remain in effect until terminated by either party.
  2. Termination for Cause. If Subcontractor violates any material term of this Agreement, Business Associate may terminate the Agreement upon written notice.
  3. Effect of Termination. Upon termination, Subcontractor shall return or destroy all PHI in its possession. If return or destruction is not feasible, Subcontractor shall extend protections of this Agreement to the retained PHI and limit further use to those purposes that make return or destruction infeasible.
6. INDEMNIFICATION: Subcontractor agrees to indemnify, defend, and hold harmless Business Associate from any claims, damages, or penalties resulting from Subcontractor’s breach of this Agreement or noncompliance with HIPAA.

7. MISCELLANEOUS:
  1. No Agency Relationship. Nothing in this Agreement creates an employer-employee relationship.
  2. Governing Law. This Agreement shall be governed by the laws of the State of California.
  3. Severability. If any provision of this Agreement is held invalid, the remainder shall remain in effect.
  4. Amendments. This Agreement may be amended only in writing and signed by both parties.