Legal Adhesion Act Agreement

LEGAL ADHESION ACT AGREEMENT

This Legal Adhesion Act Agreement ("Agreement") is made this day of , by and between Client Name: , an entity type: Individual Corporation LLC (Client), and Provider Name: , an entity type: Individual Corporation LLC (Provider).

RECITALS

WHEREAS, Provider proposes to provide certain goods or services under a standardized form contract or terms and conditions that are presented to Client on a take-it-or-leave-it basis; and

WHEREAS, the parties recognize that certain statutory or common-law protections applicable to adhesive contracts require clear disclosure of non-negotiable terms, conspicuous notice of waiver of rights, and explicit acceptance where rights are limited; and

WHEREAS, the parties wish to set forth their respective acknowledgments, representations and remedies with respect to the standardized terms contemplated by Provider.

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

1. DEFINITIONS

1.1 "Adhesive Terms" means any standard-form provisions presented by Provider that are not subject to negotiation by Client and that govern rights, remedies, dispute resolution, allocation of risk, or limitation of liability.

1.2 "Conspicuous" means reasonably likely to be noticed by a reasonably attentive person, including but not limited to bold type, contrasting typeface or color, heading language that calls attention to waiver of rights, or separate initialing or signature requirements.

2. ACKNOWLEDGMENT OF ADHESION NATURE

2.1 Client acknowledges that the Adhesive Terms are presented on a standardized basis and that Client has had the opportunity to review the Adhesive Terms prior to execution. Client further acknowledges receipt of a legible copy of all Adhesive Terms that are incorporated by reference into this Agreement.

2.2 Provider represents that any clause within the Adhesive Terms that purports to (a) waive the right to seek judicial relief, (b) require arbitration, (c) disclaim consequential damages, or (d) prohibit class actions is made conspicuous and, where required by applicable protective principles, is separately acknowledged by Client by initials or signature where provided below.

Initials accepting conspicuous arbitration or waiver provisions (if applicable): Client Initials:   Provider Initials:

3. UNCONSCIONABILITY, WAIVER AND EFFECT OF INVALID TERMS

3.1 If any Adhesive Term is determined to be unconscionable, unenforceable or invalid under applicable law, such term shall be severed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect to the extent consistent with the parties' intent.

3.2 No course of dealing, course of performance, or trade usage shall be deemed to have modified these Adhesive Terms except by a written amendment signed by both parties as provided in Section 9 (Amendments).

4. PLAIN LANGUAGE AND CONSPICUOUS DISCLOSURE

4.1 Provider warrants that the Adhesive Terms have been presented in plain language and that any term that (a) limits liability, (b) alters the burden of proof, (c) shortens any statute of limitations, or (d) requires arbitration has been set forth in a manner reasonably designed to call attention to its contents.

4.2 Where applicable law requires a separate disclosure, the parties agree that such disclosure shall be provided in a distinct stand-alone section and shall require Client's affirmative acknowledgment by separate signature or initial.

5. REMEDIES, LIMITATIONS, AND ENFORCEMENT

5.1 Except as limited herein, each party retains all remedies available at law or in equity for breach of this Agreement. Where Adhesive Terms limit remedies, such limitations shall apply only to the extent they are enforceable and conspicuously disclosed.

5.2 In the event a dispute arises concerning the enforceability of Adhesive Terms, the parties agree that a court of competent jurisdiction shall determine enforceability irrespective of any provision that purports to delegate such determination to an arbitrator.

6. NOTICE ADDRESSES

Notices shall be deemed given when delivered in person, upon receipt if sent by certified mail, or upon confirmed delivery when transmitted by electronic mail if sent to an address previously provided in writing and acknowledged by the receiving party.

7. ASSIGNMENT AND THIRD-PARTY BENEFICIARIES

7.1 Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that Provider may assign to an affiliate or successor in interest in connection with a sale of its business.

7.2 No person other than the parties and their permitted assigns shall have any rights as a third-party beneficiary of this Agreement unless expressly provided herein.

8. REMEDIES FOR VIOLATION OF ADHESIVE RIGHTS

8.1 If a court finds that Provider failed to comply with the disclosure or conspicuousness obligations required by this Agreement, Provider shall be liable for actual damages, costs of remedying any nonconforming provision, and reasonable attorneys’ fees for the claim of noncompliance.

8.2 The remedies in this Section are cumulative and do not preclude any other remedies provided by law or equity.

9. AMENDMENTS

9.1 This Agreement may be amended or modified only by a written instrument duly executed by both parties. No course of dealing, trade usage, or oral promise shall modify the Adhesive Terms absent a written amendment.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: without regard to its conflicts of law principles.

11. ENTIRE AGREEMENT

This Agreement, together with any Adhesive Terms expressly incorporated in writing, constitutes the entire understanding of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether written or oral.

12. 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 provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

13. WAIVER

No waiver of any breach or default hereunder shall be effective unless in writing and signed by the party granting such waiver, and no waiver of any breach shall be deemed a waiver of any subsequent breach.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. The parties agree that electronic or facsimile signatures shall be binding for all purposes.

15. ADDITIONAL PROVISIONS

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