Legal Additional Clauses Template

Legal Additional Clauses Template

This Legal Additional Clauses Template (the "Additional Clauses") is entered into as of Effective Date: by and between Client Name: and Counterparty Name: . Each of the foregoing is a Party and together the Parties.

RECITALS

WHEREAS, the Parties previously entered into an agreement titled dated (the "Original Agreement");

WHEREAS, the Parties desire to amend, supplement, or clarify certain provisions of the Original Agreement by adding the clauses set forth in this instrument; and

WHEREAS, the Parties intend that these Additional Clauses be incorporated into and govern their rights and obligations under the Original Agreement, subject to the terms below.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. Incorporation

The terms and provisions of these Additional Clauses are hereby incorporated into and made part of the Original Agreement. Except as expressly modified or supplemented by these Additional Clauses, all other terms of the Original Agreement remain in full force and effect.

2. Schedule of Additional Clauses

The following provisions are added to the Original Agreement and shall control to the extent of any conflict with the Original Agreement:

3. Priority of Terms

In the event of any inconsistency between the terms of the Original Agreement and these Additional Clauses, the express provisions of these Additional Clauses shall control. This clause shall survive termination of the Original Agreement to the extent necessary to give effect to this priority rule.

4. Confidentiality

Any information disclosed by a Party in connection with the Original Agreement and these Additional Clauses that is identified as confidential or which, by its nature, should reasonably be considered confidential, shall be held in confidence and not disclosed to third parties except as required by law. The receiving Party shall use at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care.

5. Assignment

Neither Party may assign, delegate, or transfer its rights or obligations under the Original Agreement or these Additional Clauses without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign the Agreement in connection with a merger, sale of substantially all assets, or change of control of that Party provided the assignee assumes the assigning Party's obligations in writing.

6. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's breach of the Original Agreement or these Additional Clauses, or the gross negligence or willful misconduct of the indemnifying Party.

7. Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, fraudulent misrepresentation, or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, even if advised of the possibility of such damages. The aggregate liability of either Party for any claim arising out of these Additional Clauses or the Original Agreement shall not exceed .

8. Termination

These Additional Clauses may be terminated in accordance with the termination provisions of the Original Agreement. Termination of the Original Agreement shall terminate these Additional Clauses, except that any provision which by its nature survives termination shall remain in effect.

9. Notices

All notices required or permitted under these Additional Clauses shall be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate by notice in accordance with this Section. Notices shall be deemed given upon receipt when delivered personally, by nationally recognized overnight courier, or upon confirmed delivery if sent by certified mail, return receipt requested.

10. Governing Law

This instrument shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts located in such jurisdiction for the resolution of disputes arising out of or relating to these Additional Clauses.

11. Miscellaneous

Entire Agreement: These Additional Clauses together with the Original Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to that subject matter.

Severability: If any provision of these Additional Clauses is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

Waiver: No failure or delay by either Party in exercising any right under these Additional Clauses shall operate as a waiver of that right unless set forth in a writing signed by the waiving Party.

Amendments: These Additional Clauses may be amended or modified only by a written instrument executed by both Parties which specifically states that it amends these Additional Clauses.

Counterparts: This instrument 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 transmitted by electronic means shall be effective as original signatures.

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