Legal Approved Document

LEGAL APPROVED DOCUMENT

This Legal Approved Document (the Agreement) is made as of Effective Date: by and between Client Name: with Address: ("Approver"), and Provider Name: with Address: ("Provider").

RECITALS

WHEREAS, Provider has prepared or will prepare certain documents, deliverables and related materials described as: (the Approved Document); and

WHEREAS, Approver requires a formal approval process whereby Provider submits the Approved Document for review, and Approver shall accept or reject the Approved Document in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the procedures, rights and obligations governing approval, acceptance, revisions, confidentiality, and remedies related to the Approved Document.

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

1. DEFINITIONS

1.1 "Approved Document" means the document and any revisions delivered by Provider to Approver as described in the Deliverables section and listed in deliverable_description.

1.2 "Acceptance" means written confirmation by Approver that the Approved Document conforms to the Acceptance Criteria set forth in Section 2.

2. APPROVAL AND ACCEPTANCE PROCESS

2.1 Submission. Provider shall deliver the Approved Document to Approver in the manner and format mutually agreed and recorded in the Notices section. Each submission shall be accompanied by a written submission cover specifying version and changes.

2.2 Review Period. Approver shall have a review period of calendar days from receipt to provide written acceptance or written rejection with specified deficiencies. Failure to provide timely written rejection shall constitute Acceptance.

3. CHANGES AND REVISIONS

3.1 Change Requests. If Approver rejects the Approved Document in whole or in part, Approver shall issue a written change request describing deficiencies. Provider shall respond by submitting revised material within a reasonable time not to exceed days unless otherwise agreed in writing.

3.2 Additional Fees. If changes requested by Approver materially expand the scope of the Approved Document, Provider shall notify Approver of additional fees and obtain written approval prior to commencing work on such changes. Additional fee estimate: .

4. CONFIDENTIALITY

4.1 Each party shall keep confidential all non-public information disclosed in connection with this Agreement and shall not use such information except to perform its obligations. Confidential information does not include information that is or becomes publicly available through no breach of this Agreement, or that a party can demonstrate by contemporaneous written records was known prior to disclosure.

4.2 The receiving party shall use at least the same degree of care in protecting confidential information as it uses to protect its own confidential information, but in no event less than reasonable care.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

5.2 Provider represents and warrants that the Approved Document will be original to Provider or that Provider has secured all necessary rights and licenses to deliver the Approved Document and that delivery and use by Approver in accordance with this Agreement will not infringe third-party intellectual property rights.

6. INDEMNIFICATION

6.1 Provider shall indemnify, defend and hold harmless Approver and its officers, directors and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Provider's breach of Section 5.2 or any grossly negligent act or willful misconduct by Provider in connection with this Agreement.

6.2 Approver shall indemnify and hold Provider harmless from claims arising from Approver's use of the Approved Document in a manner inconsistent with the terms of this Agreement or applicable law.

7. LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid or payable to Provider under this Agreement, or , whichever is greater.

8. FEES AND PAYMENT

9. NOTICES

All notices required under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may specify by notice). Notices shall be deemed given upon receipt when delivered personally or by certified mail, or two business days after deposit with a reputable overnight courier.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

10.2 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings and agreements between the parties concerning the same.

10.3 Severability. If any provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11.2 Waiver. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.

11.3 Counterparts. This Agreement 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 image or facsimile shall be binding.

ADDITIONAL PROVISIONS

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