Finalization Legal Information Sheet

Finalization Legal Information Sheet

This Finalization Legal Information Sheet (the "Sheet") is made effective as of by and between Party A Name: (hereinafter "Party A") and Party B Name: (hereinafter "Party B").

Recitals

WHEREAS, Party A and Party B entered into one or more agreements setting forth services, deliverables, and payment obligations (collectively, the "Underlying Agreement(s)") pursuant to which certain final deliverables and closing actions remain to be performed; and

WHEREAS, the parties desire to confirm the final legal information necessary to effectuate final acceptance, final payment, transfer of rights and any residual obligations related to the Underlying Agreement(s); and

WHEREAS, the parties intend by this Sheet to provide binding certifications, designate authorized contacts, and confirm the procedural steps and timelines for finalization.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

For purposes of this Sheet: "Effective Date" means the date set forth above; "Final Deliverables" means the deliverables described in Section 2; "Final Payment" means the monetary amount due upon acceptance as set forth in Section 2; and "Closing Actions" means the actions listed in Section 2. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Underlying Agreement(s).

2. Final Deliverables, Acceptance and Payment

2.1 Final Deliverables. Party A certifies that the following constitute the Final Deliverables to be completed, transferred, or accepted:

2.2 Acceptance. Final acceptance of the Final Deliverables shall occur upon written acceptance by Party B on or before . If Party B fails to provide written notice of rejection specifying defects prior to that date, the deliverables shall be deemed accepted.

2.3 Final Payment. The Final Payment payable upon acceptance is:

3. Representations and Warranties

3.1 Each party represents and warrants that it has full power and authority to enter into this Sheet and to perform its obligations hereunder, that this Sheet is a valid and binding obligation enforceable in accordance with its terms, and that the person signing below on its behalf is duly authorized.

3.2 Party A further represents that, to the best of its knowledge, the Final Deliverables do not infringe any third-party intellectual property rights and are delivered free and clear of liens, claims, and encumbrances except as disclosed in writing in the Underlying Agreement(s).

4. Confidentiality

The parties acknowledge that during the course of performance they may have access to Confidential Information. Each party shall maintain the confidentiality of such information and shall not disclose or use it except as necessary to effectuate the Final Deliverables or as required by law. Confidentiality obligations set forth in the Underlying Agreement(s) remain in full force and effect.

5. Indemnification

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, agents and employees from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any breach of its representations, warranties or obligations under this Sheet; or (b) any claim that the Final Deliverables infringe the intellectual property rights of a third party, except to the extent caused by the indemnified party's willful misconduct or breach.

6. Notices

All notices and other communications required or permitted under this Sheet shall be in writing and shall be delivered to the representatives designated below by hand, certified mail, or courier. Notice is effective upon receipt.

7. Amendments; Waiver; Counterparts

No amendment, modification or waiver of any provision of this Sheet shall be effective unless reduced to writing and signed by authorized representatives of both parties. A failure or delay by either party to exercise any right or remedy shall not constitute a waiver of that right. This Sheet may be executed in counterparts, each of which when so executed shall be an original, but all counterparts together shall constitute one and the same instrument.

8. Governing Law; Entire Agreement; Severability

This Sheet shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to choice-of-law principles. This Sheet, together with the Underlying Agreement(s) to the extent incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. If any provision of this Sheet is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9. Additional Administrative Information

10. Certifications

Each party, by signing below, certifies and warrants that all information provided in this Sheet is true, accurate and complete to the best of its knowledge, that it has disclosed all material facts relevant to finalization, and that the person executing this Sheet on behalf of each party is duly authorized to bind that party.

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