Legal AROGS Document

Legal AROGS Document

This Legal AROGS Document (the "Agreement") is made effective as of by and between Party A: whose principal address is , and Party B: whose principal address is .

Recitals

WHEREAS, the parties desire to enter into an arrangement concerning AROGS, which, for purposes of this Agreement, means "Agreement Regarding Obligations, Releases, Guarantees and Services" and encompasses the acknowledgments, releases and ongoing obligations described herein; and

WHEREAS, Party A has performed or will perform certain acts, provide services, or make available assets and records as described in this Agreement, and Party B wishes to accept those actions subject to the releases, indemnities and covenants set forth below; and

WHEREAS, the parties intend that this Agreement allocate risks, provide mutual release and indemnity obligations, and set forth procedures for notices, dispute resolution and termination.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth 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 Defined Terms. Capitalized terms used in this Agreement have the meanings set forth in this Section unless otherwise defined in the body of the Agreement. "AROGS" means the specific program of acknowledgments, releases and ongoing guarantees described in this Agreement. "Claim" means any demand, suit, action, cause of action, liability, loss, damage, cost or expense, including reasonable attorneys' fees and costs.

2. AROGS OBLIGATIONS

2.1 Party A Obligations. Party A shall perform the obligations described below in a timely, professional and workmanlike manner and in compliance with applicable law:

2.2 Party B Obligations. Party B shall undertake the obligations described below and shall cooperate with Party A to the extent reasonably necessary to effectuate the purposes of this Agreement:

3. Consideration

3.1 Consideration. In consideration for the mutual covenants contained in this Agreement, the parties agree the consideration shall be as set forth herein.

4. Representations and Warranties

4.1 Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action; and (c) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

4.2 Additional representations specific to performance, authority and absence of conflicts are set forth as follows:

5. Release

5.1 Mutual Release. Except as expressly reserved in this Agreement, each party hereby releases, acquits and forever discharges the other party, and its affiliates, employees, agents and representatives, from any and all claims, demands, causes of action, liabilities, obligations, losses and damages, whether known or unknown, arising out of or relating to the matters encompassed by AROGS through the Effective Date.

6. Indemnification

6.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors, employees and agents from and against any and all Claims arising out of Party A's breach of this Agreement, negligent acts or willful misconduct in connection with AROGS.

6.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A and its officers, directors, employees and agents from and against any and all Claims arising out of Party B's breach of this Agreement, negligent acts or willful misconduct in connection with AROGS.

7. Confidentiality

7.1 Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement and shall not disclose such information except as required by law or with the prior written consent of the disclosing party. Reasonable disclosures to affiliates, counsel, auditors and advisors who are bound by comparable confidentiality obligations are permitted.

8. Term and Termination

8.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with this Section.

8.2 Termination for Cause. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

9. Remedies; Limitation of Liability

9.1 Remedies. Except as expressly provided in this Agreement, the remedies provided herein are cumulative and not exclusive. Each party retains the right to seek injunctive or other equitable relief where appropriate.

9.2 Limitation of Liability. Except for liability arising from willful misconduct, fraud, or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the greater of the indemnity cap set forth above or the total consideration paid under this Agreement.

10. Notices

10.1 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the respective parties at the addresses first written above or to such other address that a party may specify in writing in accordance with this Section.

11. Amendments; Waiver; Counterparts

11.1 Amendment. No amendment to this Agreement shall be effective unless it is in writing and signed by each party.

11.2 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.

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 provided by electronic means or by facsimile shall be binding.

12. Governing Law; Entire Agreement; Severability

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its rules governing choice of law.

12.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral, relating to such subject matter.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision that, to the extent possible, achieves the parties' original intent.

13. Miscellaneous Provisions

13.1 Relationship of Parties. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between them.

13.2 Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

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