Legal Binding Offer

Legal Binding Offer

This Legal Binding Offer (the "Offer") is made as of Effective Date: by Offeror Name: whose principal place of business or residence is Offeror Address: and is offered to Offeree Name: with principal place of business or residence at Offeree Address: .

Recitals

WHEREAS, Offeror has proposed to provide certain goods or services described herein to Offeree on the terms and conditions set forth in this Offer; and

WHEREAS, Offeree desires to consider and, if acceptable, accept the Offer upon the terms specified, subject to any conditions precedent contained herein; and

WHEREAS, the parties intend that this Offer, upon acceptance in accordance with Section 2, will constitute a binding agreement enforceable at law between the parties.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties 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. Offer

1.1 Description. Offeror offers to provide the following goods or services to Offeree (the "Services"):

1.2 Payment Due Date: Payment shall be due on or before . Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

2. Acceptance

2.1 Method of Acceptance. This Offer may be accepted only by the Offeree delivering to Offeror a written acceptance signed by an authorized representative of Offeree on or before . Acceptance by conduct shall not bind Offeror unless Offeror provides written confirmation.

2.2 Binding Effect. Upon timely acceptance as specified in Section 2.1, this Offer shall become a binding contract enforceable in accordance with its terms.

3. Conditions Precedent

3.1 The obligations of the parties under this Offer are subject to the fulfillment, on or before the acceptance deadline, of the following conditions precedent: (a) satisfactory completion of any due diligence described by Offeror to Offeree; (b) receipt of any third-party consents expressly required in writing by either party; and (c) absence of any injunction, order or law preventing performance.

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 this Offer and to perform its obligations hereunder; (b) the execution and delivery of this Offer and the performance of its obligations will not violate any applicable law or contractual obligation of such party; and (c) the person signing on behalf of such party is duly authorized to bind that party.

4.2 Offeror specifically warrants that the Services, when performed in accordance with the specifications set forth in this Offer, shall materially conform to such specifications for a period of days after delivery, subject to ordinary wear and tear and Offeree's compliance with applicable instructions.

5. Confidentiality

5.1 Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Offer and shall not disclose such information to any third party except to its affiliates, consultants or advisors who have a need to know and who are under confidentiality obligations at least as restrictive as those contained herein.

6. Termination

6.1 This Offer shall terminate automatically if not accepted by the acceptance deadline stated in Section 2.1, except to the extent expressly extended in writing by Offeror. No termination shall relieve either party of liabilities accrued prior to termination.

7. Remedies and Limitation of Liability

7.1 Except as expressly provided in this Offer, the parties' remedies for breach shall include specific performance, injunctive relief and damages. 7.2 To the maximum extent permitted by applicable law, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of or related to this Offer.

8. Notices

8.1 All notices, requests, demands and other communications required or permitted under this Offer 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).

9. Governing Law; Venue

9.1 This Offer shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of this Offer.

10. Entire Agreement; Amendments; Waiver; Severability; Counterparts

10.1 Entire Agreement. This Offer, together with any documents expressly incorporated herein, 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.

10.2 Amendments. No amendment, modification or waiver of any provision of this Offer shall be effective unless in writing and signed by both parties.

10.3 Waiver. No failure or delay by either party in exercising any right under this Offer shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

10.4 Severability. If any provision of this Offer is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the parties' intent to the fullest extent permissible by law.

10.5 Counterparts. This Offer 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 be binding.

Execution

The parties hereto have executed this Offer as of the date set forth below their signatures. Each signatory represents and warrants that they are authorized to enter into this Offer on behalf of the party for which they sign.

Sign Now