Extraterritorial Agreement Form

EXTRATERRITORIAL AGREEMENT

This Extraterritorial Agreement (the Agreement) is made and entered into as of Effective Date: by and between Party A Name: Entity Type: Corporation LLC Partnership Individual with principal place of business at , and Party B Name: Entity Type: Corporation LLC Partnership Individual with principal place of business at (each a Party and together the Parties).

RECITALS

WHEREAS, Party A and Party B desire to set forth the terms under which certain rights, obligations and activities described in this Agreement shall have extraterritorial effect in jurisdictions outside the Parties' principal places of business; and

WHEREAS, the Parties intend that specific obligations, including but not limited to confidentiality, compliance, enforcement, notices and dispute resolution, be applied, recognized or enforced in jurisdictions beyond the territorial limits of their incorporation or formation in a manner consistent with applicable law; and

WHEREAS, the Parties wish to allocate responsibilities for compliance with local laws, taxes, duties and regulatory requirements that may arise from extraterritorial application of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and intending to be legally bound, the Parties agree as follows:

1. DEFINITIONS

1.1 "Territory" means the jurisdictions described in the Territory Description filed with this Agreement and incorporated herein.

2. SCOPE OF EXTRATERRITORIAL APPLICATION

2.1 The Parties agree that the rights and obligations expressly identified in this Agreement shall be enforceable and applicable, to the fullest extent permitted by law, in the Territory and in any other jurisdiction where the Parties elect to give extraterritorial effect to such provisions. The Parties acknowledge that enforcement and recognition of such rights in foreign jurisdictions may require local filings, registrations or actions by a Party.

2.2 Each Party shall, at its own cost, take commercially reasonable steps to obtain any filings, registrations or local counsel reasonably necessary to give effect to the obligations and rights under this Agreement in the Territory.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution, delivery and performance of this Agreement has been duly authorized by all necessary action.

3.2 Each Party further represents that it will comply with all applicable laws, regulations and orders of any jurisdiction in which it performs activities under this Agreement, including import/export controls, sanctions, anti-corruption laws and data protection requirements.

4. COMPLIANCE; LOCAL REQUIREMENTS

4.1 Where local law requires modification or supplementation of any obligation set forth in this Agreement for the purpose of extraterritorial application, the Parties shall negotiate in good faith to adopt such supplemental measures as are reasonable and necessary to achieve substantially the same commercial effect while remaining in compliance with such local law.

4.2 Neither Party shall be deemed to have breached this Agreement to the extent that performance is prevented or rendered unlawful by operation of mandatory law in a jurisdiction within the Territory; provided that the affected Party notifies the other Party promptly and seeks a commercially reasonable alternative to effectuate the Parties' intent.

5. TAXES, DUTIES AND WITHHOLDING

5.1 Each Party shall be responsible for all taxes, duties, levies and withholdings assessed by any jurisdiction in connection with its performance, payments, or operations under this Agreement, unless otherwise expressly agreed in writing. Where a taxing authority imposes a tax on transactions intended to have extraterritorial effect, the obligation to pay such tax shall fall upon the Party required by local law to remit the tax.

6. CONFIDENTIALITY AND DATA

6.1 Each Party shall keep confidential and shall not disclose Confidential Information of the other Party except as required by applicable law or as necessary to enforce the terms of this Agreement in the Territory. For purposes of this Agreement, "Confidential Information" means non-public information marked or identified as confidential or that a reasonable person would understand to be confidential under the circumstances.

6.2 Where transfer of personal data to or from a jurisdiction in the Territory is required, the Parties shall implement appropriate safeguards and comply with applicable data protection laws, including any requirements for cross-border data transfers.

7. INDEMNIFICATION

7.1 Each Party (Indemnifying Party) shall defend, indemnify and hold harmless the other Party (Indemnified Party) from and against any third-party claims, liabilities, fines, penalties, damages and reasonable legal fees arising out of or resulting from the Indemnifying Party's breach of this Agreement, willful misconduct, or failure to comply with applicable laws in the Territory in connection with its performance under this Agreement.

8. LIMITATION OF LIABILITY

8.1 Except for liability arising from a Party's gross negligence, willful misconduct, breach of confidentiality, or obligations under Section 7 (Indemnification), neither Party shall be liable to the other for incidental, consequential, special or punitive damages, whether in contract, tort or otherwise, arising out of or related to this Agreement.

9. TERM AND TERMINATION

9.1 This Agreement shall commence on the Effective Date and continue for Term (years): unless earlier terminated in accordance with this Section.

9.2 Either Party may terminate this Agreement for convenience upon providing Termination Notice (days): days' prior written notice to the other Party. Termination shall not relieve either Party of obligations accruing prior to the effective date of termination.

10. NOTICES

10.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses specified below. Notice shall be effective upon receipt or, if sent by certified mail or nationally recognized overnight courier, upon delivery confirmation.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any provision shall constitute a continuing waiver or waiver of any other provision, unless expressly stated in writing and signed by the waiving Party.

11.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles, except to the extent that mandatory local law in a jurisdiction within the Territory requires otherwise.

12.2 Entire Agreement: This Agreement, together with any schedules and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating thereto.

12.3 Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the Parties' original intent.

MISCELLANEOUS PROVISIONS

13.1 Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee agrees in writing to be bound by this Agreement.

13.2 Remedies: The Parties agree that a breach of certain provisions of this Agreement, including confidentiality or intellectual property obligations, may cause irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief and other equitable remedies shall be available in addition to any other remedies at law or in equity.

Sign Now