Legal Change Request Form

Legal Change Request Form

This Legal Change Request Form is submitted on Date of Request: by and between Requesting Party Name: with principal address: and Responding Party Name: with principal address: (each a "Party" and together the "Parties").

Recitals

WHEREAS, the Parties are bound by an existing agreement titled: dated: (the "Agreement");

WHEREAS, Requesting Party seeks to effect a change to the Agreement as described below and Responding Party will consider and, if approved, incorporate such change pursuant to the terms of this Form; and

WHEREAS, the Parties intend this Form to document the requested change, set forth the scope and timeline for implementation, and allocate responsibilities and liabilities associated with the change.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. Request Identification

2. Description of Requested Change

Amendment to contract terms    Termination provision modification    Operational / service-level change    Administrative / contact update

3. Business and Legal Rationale

The Requesting Party warrants that the change described above is necessary for legitimate business purposes and that, to the best of its knowledge, the change does not conflict with any binding law, third-party right, or regulatory obligation. The Requesting Party will promptly notify the Responding Party of any material inaccuracy in that warranty.

4. Implementation, Responsibilities and Timeline

5. Representations, Warranties and Covenants

Each Party represents and warrants that it has full corporate or legal authority to enter into this Form and to perform its obligations hereunder. Each Party covenants to cooperate in good faith with the other Party to effectuate the approved change and to execute any additional documentation reasonably necessary to implement the change.

The Parties acknowledge that any modification to the Agreement shall be effective only upon formal approval in accordance with Section 11 (Approvals and Acceptance) and signature by authorized representatives of both Parties.

6. Liability and Indemnification

Unless otherwise expressly agreed in writing, each Party shall bear its own costs of implementation. The Requesting Party agrees to indemnify, defend and hold harmless the Responding Party from and against any losses, liabilities, claims, costs or expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the Requesting Party's breach of its representations or willful misconduct in submitting or implementing the change.

7. Confidentiality

Information exchanged in connection with this change request that is designated confidential pursuant to the Agreement shall remain confidential and subject to the confidentiality provisions of the Agreement. The Parties shall treat the existence and content of this Form as confidential unless disclosure is required by law.

8. Notices

Notices shall be given in the manner set forth in the Agreement or to the addresses provided above and shall be effective upon receipt.

9. Approvals and Acceptance

Approval Required: If checked, the change will not be effective until authorized representatives of both Parties execute this Form in accordance with the signature block below.

10. Amendments; Waiver; Counterparts

This Form may be amended only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Form shall operate as a waiver of that right. This Form may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument.

11. Governing Law; Entire Agreement; Severability

Governing Law: The validity, interpretation and performance of this Form shall be governed by the laws of the state or jurisdiction specified in the Agreement, without regard to conflict of law principles.

Entire Agreement: This Form, together with the Agreement as modified, constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior understandings relating thereto.

Severability: If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

12. Execution

The Parties confirm that the individual signing below on behalf of each Party is authorized to bind such Party and that such signature constitutes full and final approval of the change request subject to the terms set forth in this Form.

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