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STENO AGENCY, INC.
COURT REPORTER AGREEMENT

Effective: As of February 14, 2023

 

This Court Reporter Agreement (the “Agreement”) is entered into by and between Steno Agency, Inc., a Delaware corporation (“Company” or "Steno") and YOU, a court reporter, as that term is generally understood (“Court Reporter”). By entering into our portal and/or accepting to engage in Services with Company, you have agreed to the terms in this Agreement.

Table of Contents

Engagement of Services

Company 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”). Court Reporter will render any Services accepted by Court Reporter by the completion dates set forth by Company, by Company’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 to reasonably communicate with Company regarding the status of any pending Services.

Compensation

Company will pay Court Reporter for work completed pursuant to this Agreement. The fees and schedule for payment will be provided to Court Reporter separately. 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.

For more information on Steno's court reporter billing and production policy, please see this document.

Rates 

All rates must be submitted to and approved by Company before Court Reporter takes a job with Company. Company will not accept additional charges beyond what has been submitted on Court Reporter’s rate sheet in advance. Furthermore, Company reserves the right to object to the invoices sent by Court Reporter. Company agrees to pay for services generally accepted in the industry at rates that are generally accepted in the industry. If Company reasonably believes that the amounts claimed by Court Reporter are improper or excessive, Company reserves the right to challenge Court Reporter’s invoices and to reimburse Court Reporter at the standard rate for each challenged item.

Claw Backs

The Company reserves the right to claw back fees paid to the Court Reporter for deliverables not sold to law firms, including for copy orders not ultimately delivered to a law firm. Steno will provide proof upon request to the 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.

Exhibits and Hold Notes

Exhibits:

It is primarily 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 Zoom app Steno Connect for Zoom. 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.

It is Court Reporter’s responsibility to follow up with any attorney following a deposition if the exhibit was not obtained during the deposition. If Court Reporter is unsuccessful in obtaining an exhibit or exhibits, Court Reporter must inform Steno.

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.

Hold Notes:

If a Court Reporter does not produce a transcript following a deposition, but is rather asked to hold notes, Court Reporter must hold the notes from the deposition for the duration of time as required by the appropriate jurisdiction.

Audio Files

Court Reporter is responsible for (1) having a backup audio recording of all proceedings, regardless of whether the deposition is in person or remote, and regardless of platform, and (2) ensuring that such audio is of acceptable quality. It is Court Reporter's responsibility to archive the audio for the amount of time required by the appropriate jurisdiction.

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 of a deposition.

Expedited Transcripts

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 Company may not deliver the expedited transcript to the client until the following day. If Company does not deliver an expedited transcript on the date requested by the client because the transcript was received after regular business hours, Company reserves the right to reduce the amount of money owed to Court Reporter by one expedited day. If Company 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, Company reserves the right to reduce the amount of money owed to Court Reporter by two expedited days, and so on. Company also follows recommendations from the applicable Court Reporting Boards in setting reimbursement policies for expedited transcripts.

Late Transcripts

Company expects Court Reporter to hand in all deliverables (transcripts and exhibits) by or before the due date. Company reserves the right to report Court Reporter to the applicable court reporting board or association for failure to timely turn in a deliverable. If Court Reporter’s failure to turn in a deliverable on time causes the Company to have another court reporter transcribe the proceeding, then Court Reporter forfeits all fees in connection with that proceeding.

Style Guide

Company desires to have consistency in its transcripts and makes it style guide available to Court Reporters. Company’s Style Guide can be found at www.steno.com/sg.

Worksheets

It is Court Reporter’s responsibility to ensure that the worksheet submitted to Company 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). Company is not liable for processing a job incorrectly due to errors or omissions on a Court Reporter’s worksheet.

Honesty and Impartiality

Company expects and requires Court Reporter to be honest in its dealings with Company and Company’s clients and to act with impartiality and without bias when performing the Services. Company reserves the right to terminate Court Reporter from Company’s marketplace without notice or to otherwise cease working with Court Reporter if Company learns that Court Reporter (i) charged for Services or deliverables not provided, (ii) acted with bias in connection with a proceeding, or (iii) otherwise improperly to Company personnel or to Company’s clients in connection with performing the Services.

Representations and Warranties

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. Court Reporter further 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 Company. In addition, as stated in more detail below, 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.

Independent Contractor Relationship

Court Reporter’s relationship with Company is that of an independent Court Reporter, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Company and any of Court Reporter’s employees or agents. Court Reporter is not authorized to make any representation, contract or commitment on behalf of Company. Court Reporter will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Because Court Reporter is an independent Court Reporter, Company will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Court Reporter. No part of Court Reporter’s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Accordingly, Court Reporter is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of Services and receipt of fees under this Agreement. Court Reporter is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services under this Agreement. Company will regularly report amounts paid to Court Reporter by filing Form 1099-MISC with the Internal Revenue Service as required by law. If, notwithstanding the foregoing, Court Reporter is reclassified as an employee of Company, or any affiliate of Company, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, Court Reporter agrees that Court Reporter will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by Company.

In the event that Court Reporter uses subcontractors in the performance of the Services, Court Reporter shall remain fully responsible for the actions and performance of subcontractors to and the Court Reporter's subcontractor will be deemed to be Court Reporter for the purposes of defining its performance obligations under this Agreement.

Confidential Information

Court Reporter agrees that during the term of this Agreement and thereafter, it will not use or permit the use of any Confidential Information 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. "Confidential Information" as used in this Agreement means all non-public information, rates, payment terms, pricing information, materials, documents, images, videos, any high-profile or sensitive matters, any medical information, social security numbers, bank account information, 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, ought in good faith to be treated as proprietary and/or confidential) that Court Reporter accesses, vies, 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. 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. "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 Reporter's lawful possession prior to the disclosure and was not obtained by Court Reporter either directly or indirectly from Company.

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 Company 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 furnished to Court Reporter by Company is the sole and exclusive property of Company or its suppliers or clients. Upon request by Company, Court Reporter agrees to promptly deliver to Company the original and any copies of the Confidential Information. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), Court Reporter will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

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. Court Reporter agrees that it, its employees, and subcontractors, if applicable, may be required to sign a Business Associates Agreement (“BAA”) in connection with the receipt of PHI, and Court Reporter agrees to facilitate the execution of any required BAA. Court Reporter also agrees to cooperate with Steno, including complying in an investigation, in the event of a suspected or actual breach Steno’s data, system, or networks.

No Assignment

Court Reporter agrees not to assign any of its rights under this Agreement to any other person or delegate the performance of any duties, including the Services, to any other person, without the express prior written consent of Company. Any attempted assignment in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be for the benefit of Company’s successors and assigns and will be binding on Court Reporter’s assignees.

Term and Termination

Termination. Company may terminate this Agreement with or without cause, at any time, effective immediately, without notice. Court Reporter may terminate this Agreement without cause, effective immediately, as long as no Services are outstanding to Company, i.e., no transcript is pending from a deposition or other proceeding previously transcribed, or Court Reporter has not been booked for a deposition or other proceeding. If Services are pending, i.e., a transcript is pending from a deposition or other proceeding previously transcribed or Court Reporter has been booked for a deposition or other proceeding, then Court Reporter must provide reasonable notice to the Company prior to termination; termination of this Agreement does not excuse or forgive Court Reporter's obligation to turn in a deliverable.  Failure to timely return a deliverable or to appear at a deposition or other proceeding after agreeing to do so may result in immediate termination of Court Reporter, along with other remedies the Company may pursue at its election. If, due to Court Reporter’s failure to timely return a transcript, Company is required to engage a substitute court reporter to prepare the transcript, no compensation will be due Court Reporter for that deposition or other proceeding.

Survival. The rights and obligations contained in the “Representations and Warranties” and “Confidential Information” Sections will survive any termination or expiration of this Agreement.

Notices

Any notice required or permitted by this Agreement will be in writing and will be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by email upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the addresses set forth below or such other address as either party may specify in writing.

Contact and Contact Information

For routine communications with Steno, by using Steno you agree to communicate with team members by text message, phone call, or email.

Please direct any questions or comments about this Policy or privacy practices to concierge@steno.com. You may also write to us via postal mail at:

Steno Agency, Inc.
315 W 9th Street
Suite 807
Los Angeles, California 90015

(888) 707-8366
concierge@steno.com

Governing Law

This Agreement will be governed in all respects by the laws of the United States of America and by the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.

Severability

Should any provisions of this Agreement be 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 thereby.

Waiver

The waiver by Company of a breach of any provision of this Agreement by Court Reporter will not operate or be construed as a waiver of any other or subsequent breach by Court Reporter.

Injunctive Relief for Breach

Court Reporter’s obligations under this Agreement are of a unique character that gives them particular value; breach of any of such obligations will result in irreparable and continuing damage to Company for which there will be no adequate remedy at law; and, in the event of such breach, Company will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).

Entire Agreement

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. The terms of this Agreement will govern all services undertaken by Court Reporter for Company; provided, however, that in the event of any conflict between the terms of this Agreement and any specific Services provided by Court Reporter, the terms agreed to in conjunction with the specific Services will control. This Agreement may only be changed or amended by mutual agreement of authorized representatives of the parties in writing.