Legal Annex Template

LEGAL ANNEX TEMPLATE

This Annex (the "Annex") is entered into as of by and between Client Name: , an entity of type with principal place of business at , and Service Provider Name: , an entity of type with principal place of business at (each a "Party" and collectively the "Parties").

Recitals

WHEREAS, the Parties are parties to a principal agreement titled dated (the "Agreement");

WHEREAS, the Parties desire to amend, supplement, or further define certain obligations under the Agreement by means of this Annex; and

WHEREAS, the Parties intend that the terms of this Annex shall govern the specific scope of work, deliverables, and related obligations described herein.

Now, Therefore

NOW, THEREFORE, in consideration of the mutual covenants contained in the Agreement and this Annex, the Parties agree as follows:

1. Definitions

1.1. Capitalized terms used but not defined in this Annex shall have the meanings given in the Agreement. For purposes of this Annex, the following definitions apply:

"Annex Deliverables" means the items and services described in Section 3 below and any attachments hereto.

2. Incorporation

2.1. This Annex is incorporated into and governed by the Agreement. Except as expressly modified herein, the terms and conditions of the Agreement remain in full force and effect.

3. Scope of Annex

3.1. The Service Provider shall provide the Annex Deliverables in accordance with the specifications, milestones, and acceptance criteria set forth below.

4. Effective Date and Term

4.1. This Annex shall become effective on the date first set forth above or, if later, upon execution by both Parties, and shall continue in effect for the period of unless earlier terminated in accordance with the Agreement.

5. Fees; Payment

5.1. In consideration for the Annex Deliverables, Client shall pay Service Provider the sum(s) set forth below in accordance with the payment schedule and terms of the Agreement.

6. Confidentiality

6.1. All Confidential Information disclosed under the Agreement and this Annex shall remain subject to the confidentiality obligations of the Agreement. Each Party shall protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations set forth in this Section shall survive termination of this Annex for a period of .

7. Intellectual Property

7.1. Unless otherwise expressly set forth in this Annex, all pre-existing intellectual property shall remain the sole property of the owner thereof. Subject to payment in full, Service Provider hereby assigns to Client all right, title and interest in and to the deliverables created exclusively for Client under this Annex. To the extent any rights cannot be assigned, Service Provider grants Client an irrevocable, perpetual, worldwide, royalty-free license to use such rights.

8. Liability and Indemnity

8.1. Each Party shall indemnify, defend and hold harmless the other Party from and against any Third Party claims arising from its gross negligence, willful misconduct, or material breach of this Annex, subject to the limitations of liability set forth in the Agreement.

9. Insurance

9.1. Where applicable, Service Provider shall maintain insurance in amounts consistent with the Agreement and provide certificates upon request. Insurance shall be primary and non-contributory to any insurance maintained by Client.

10. Amendments; Waiver

10.1. This Annex may be amended only by a written instrument executed by authorized representatives of both Parties. No waiver of any breach shall constitute a waiver of any other breach or of the right to require strict performance.

11. Notices

11.1. All notices required or permitted under this Annex shall be given in accordance with the Notice provisions of the Agreement. For convenience, notice addresses are set forth below:

12. Governing Law

12.1. This Annex shall be governed by and construed in accordance with the substantive laws of the State of without regard to its conflicts of law principles.

13. Entire Agreement

13.1. This Annex, together with the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating thereto.

14. Severability

14.1. If any provision of this Annex is held to be invalid or unenforceable under applicable law, such provision shall be severed and the remaining provisions shall remain in full force and effect.

15. Counterparts; Execution

15.1. This Annex 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 delivered by electronic means shall have the same force and effect as original signatures.

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