Legal Acceptance Form

LEGAL ACCEPTANCE FORM

This Legal Acceptance Form (the "Agreement") is entered into on , (the Effective Date), by and between Client Name: , an entity organized as Corporation LLC Individual; and Provider Name: , an entity organized as Corporation LLC Individual. Both parties are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider has prepared or delivered the goods, services, software and/or other deliverables described as:

WHEREAS, the Parties have agreed that Client shall accept the deliverables upon satisfaction of the acceptance criteria set forth herein and, upon such acceptance, Provider shall be entitled to the agreed consideration; and

WHEREAS, the Parties desire to document the procedures for inspection, testing, acceptance, remedies for nonconformance, and the effect of acceptance on releases and payment obligations.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Definitions

1.1 "Acceptance" means the written acknowledgement by Client that the Deliverables conform in all material respects to the Acceptance Criteria specified in Section 3. "Deliverables" means the items described in the Deliverable Description field above.

2. Acceptance

2.1 Client shall inspect and test the Deliverables within days of delivery (the "Inspection Period"). If Client does not provide a written notice of rejection specifying nonconformities within the Inspection Period, the Deliverables shall be deemed Accepted.

2.2 If Client timely rejects the Deliverables, Provider shall, at Provider's option and expense, correct the nonconformities within a commercially reasonable time. Upon correction, the Deliverables shall be resubmitted for inspection and the Inspection Period shall restart for the corrected items only.

3. Acceptance Criteria

3.1 The Deliverables will be tested against the following minimum criteria: functionality consistent with the specifications, absence of material defects, and compliance with applicable law. Specific acceptance tests, pass/fail thresholds, and test data shall be as mutually documented in writing or as described in the Deliverable Description.

4. Fees and Payment

4.1 Upon Acceptance, Client shall pay Provider the amount of USD in accordance with the payment schedule: .

4.2 Acceptance by Client shall not relieve Provider of its continuing obligations to cure latent defects discovered after Acceptance when such defects arise from Provider's breach of warranty.

5. Representations and Warranties

5.1 Each Party represents that it has the full power and authority to enter into this Agreement. Provider represents and warrants that the Deliverables will materially conform to the Acceptance Criteria for a period of following Acceptance.

6. Confidentiality

6.1 Each Party agrees to keep confidential all nonpublic information received in connection with this Agreement and to use such information only for the purposes of performing its obligations under this Agreement. Confidential information does not include information that is or becomes publicly available through no breach by the receiving Party.

7. Indemnification

7.1 Provider shall indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligence, or willful misconduct.

8. Limitation of Liability

8.1 Except for liability arising from gross negligence, willful misconduct, or Provider's indemnification obligations, neither Party's aggregate liability under this Agreement shall exceed the total fees paid or payable to Provider under this Agreement. The monetary cap is USD.

9. Termination

9.1 Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

10. Notices

10.1 All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or sent by nationally recognized overnight courier to the addresses specified above (or such other address as a Party may specify in writing).

11. Amendments; Waiver; Counterparts

11.1 No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Parties. The failure of either Party to enforce any right under this Agreement shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

12. Governing Law; Entire Agreement; Severability

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Parties:

12.2 Entire Agreement. This Agreement, together with any written attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that closely approximates the Parties' original intent.

13. Execution

The Parties have executed this Agreement through their duly authorized representatives as of the Effective Date specified above.

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