Legal Close-out Form

LEGAL CLOSE-OUT FORM

This Legal Close-out Form is made effective as of by and between Client Name: with principal address (hereinafter "Client"), and Contractor Name: with principal address (hereinafter "Contractor").

RECITALS

WHEREAS, Client and Contractor entered into a written agreement identified as Contract Number concerning the project known as (the "Agreement"); and

WHEREAS, the parties intend by this document to confirm completion of the work, to identify delivered materials and records, and to effect a final settlement, release and transfer of responsibilities in accordance with the Agreement; and

WHEREAS, the parties desire to set forth the terms, conditions and acknowledgments that will govern final payment, release of claims, and any continuing obligations following close-out.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Close-out Form shall have the meanings ascribed in the Agreement, except as expressly modified herein. For purposes of this document, "Close-out Deliverables" means all documents, materials, final reports, keys, access credentials, source files, and other items specifically identified in Section 2 below.

2. CLOSE-OUT DELIVERABLES

Contractor certifies that the following deliverables have been provided to Client in the form and manner required by the Agreement. The parties shall list and confirm delivery of those items below.

3. RELEASE, FINAL PAYMENT AND WAIVER

Upon receipt of the Final Payment specified below, and subject to the partial reservations or exceptions expressly stated in writing in this Form, Client and Contractor agree that Contractor shall be deemed to have satisfied all obligations arising under the Agreement related to the Work described herein, and Contractor shall execute and deliver a limited release in the form attached or otherwise acceptable to Client.

The parties acknowledge that the Final Payment shall be full and final consideration for all Close-out Deliverables and that, except for latent defects or obligations specifically reserved in writing, each party hereby irrevocably waives any further claims, demands or causes of action against the other arising from the Agreement upon satisfaction of the Final Payment and delivery of all items stated above.

4. FINAL ACCOUNTING AND RECORDS

Contractor shall deliver to Client, contemporaneously with this Form, a final accounting of costs, invoices and supporting documentation sufficient to substantiate the Final Payment. Contractor shall preserve all project records for a period of years following the Effective Date, unless otherwise required by law.

5. TRANSITION ASSISTANCE

For a period of days following Final Payment, Contractor shall provide reasonable transition assistance at no additional cost to facilitate Client's assumption of responsibilities, including documentation transfer and reasonable personnel consultation.

6. CONFIDENTIALITY

Each party shall continue to maintain in confidence all Confidential Information received from the other in connection with the Agreement and this Close-out Form. Confidential Information excludes information that is or becomes generally known through no fault of the receiving party or is required to be disclosed by law.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that it has full power and authority to enter into and perform this Close-out Form, that execution and delivery of this Form have been duly authorized, and that upon execution this Form will constitute a valid and binding obligation enforceable in accordance with its terms.

8. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Contractor's breach of this Close-out Form, negligence, or willful misconduct in the performance of the Agreement prior to the Effective Date.

9. NOTICES

All notices required or permitted under this Close-out Form shall be given in writing and delivered to the contact details provided below. Notices are effective upon personal delivery, or three (3) business days after deposit in the United States mail, postage prepaid, by certified or registered mail.

10. GOVERNING LAW; VENUE

This Close-out Form shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for purposes of any dispute arising under this Form.

11. ENTIRE AGREEMENT; SEVERABILITY

This Close-out Form, together with the Agreement and any written attachments or exhibits incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Close-out Form shall be valid unless in writing and signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of that provision. This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. CERTIFICATION

By signing below, each party certifies that it is authorized to enter into this Close-out Form, that the information contained herein is true and complete to the best of its knowledge, and that it accepts the terms set forth herein.

Sign Now