Legal Annex Agreement

LEGAL ANNEX AGREEMENT

This Legal Annex Agreement (this "Annex") is made and entered into as of by and between Party A: , an entity of type with principal place of business at ; and Party B: , an entity of type with principal place of business at .

RECITALS

WHEREAS, the parties have previously entered into an existing agreement entitled dated (the "Master Agreement");

WHEREAS, the parties desire to amend, supplement or further specify certain terms of the Master Agreement by means of this Annex, which shall be incorporated into and form part of the Master Agreement as provided herein;

WHEREAS, the parties intend for this Annex to govern the subject matter set forth below and to supersede any conflicting provisions of the Master Agreement to the extent expressly stated in this Annex.

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

1. DEFINITIONS

1.1 Capitalized terms used in this Annex and not otherwise defined have the meanings given to them in the Master Agreement. For purposes of this Annex, the following definitions apply:

"Annex Effective Date" means the date first written above. "Annex Number/Title" is .

2. INCORPORATION AND SCOPE

2.1 This Annex is incorporated into and made part of the Master Agreement. Except as expressly modified by this Annex, the Master Agreement remains in full force and effect.

2.2 The scope of this Annex is limited to the following subject matter: . The provisions of this Annex govern only such subject matter and shall not be construed to modify unrelated provisions of the Master Agreement.

3. TERM AND TERMINATION

3.1 Term. This Annex shall commence on the Annex Effective Date and shall continue in effect until unless earlier terminated in accordance with the Master Agreement or this Annex.

3.2 Termination for Convenience. Either party may terminate this Annex for convenience upon providing days prior written notice to the other party, subject to any survival provisions set forth herein.

4. AMENDMENT; MODIFICATION

Any amendment or modification to this Annex must be in writing and signed by authorized representatives of both parties. No course of dealing, usage, or trade shall modify this Annex absent a written amendment.

5. CONFIDENTIALITY

Each party shall treat all non-public information received from the other party in connection with this Annex as Confidential Information in accordance with the confidentiality provisions of the Master Agreement. Disclosure is permitted only as expressly authorized by the Master Agreement or required by law, provided that the receiving party uses reasonable efforts to limit the disclosure and to obtain confidential treatment.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, each party retains all right, title and interest in and to its pre-existing intellectual property. New intellectual property conceived or developed solely in performance of this Annex by a party shall be owned by , subject to any license expressly granted herein.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third‑party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Annex, negligence, or willful misconduct in connection with this Annex, subject to the limitations set forth in the Master Agreement.

8. LIMITATION OF LIABILITY

Except to the extent of liability arising from willful misconduct or gross negligence, or as otherwise expressly provided in this Annex or the Master Agreement, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party under this Annex shall not exceed .

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full corporate power and authority to enter into and perform its obligations under this Annex; (b) the execution and delivery of this Annex have been duly authorized; and (c) this Annex constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Annex shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

11. GOVERNING LAW; DISPUTE RESOLUTION

This Annex shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall resolve disputes in accordance with the dispute resolution procedures set forth in the Master Agreement, except as expressly modified herein.

12. ENTIRE AGREEMENT

This Annex, together with the Master Agreement and any documents incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties relating thereto.

13. SEVERABILITY

If any provision of this Annex is held to be invalid, illegal or unenforceable in any respect under applicable law, such provision shall be severed and the remainder of this Annex shall continue in full force and effect to the maximum extent permitted by law.

14. WAIVER; COUNTERPARTS

No failure or delay by either party in exercising any right, power or remedy under this Annex shall operate as a waiver thereof. This Annex may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

15. MISCELLANEOUS

The parties acknowledge that they have read and understand this Annex and agree that the terms hereof are fair and reasonable. Headings are for convenience only and shall not affect interpretation.

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