Legal Closeout Letter

LEGAL CLOSEOUT LETTER

This Legal Closeout Letter (the "Letter") is made as of the day of , by and between Client Name: (the "Client") and Counterparty Name: (the "Counterparty"). The Client and the Counterparty are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties entered into that certain agreement entitled dated as of (the "Agreement"), pursuant to which services, deliverables or obligations were to be provided and performed.

WHEREAS, the Parties have completed the work, services and deliverables described in the Agreement and have resolved all outstanding operational matters, subject to the terms set forth below; and

WHEREAS, the Parties desire to document final actions, payments, releases and the administrative closeout of the Agreement in order to conclude the Parties' contractual relationship under the Agreement, except as expressly reserved herein.

NOW, THEREFORE, in consideration of the mutual covenants and the agreements set forth below, the Parties agree as follows:

1. CLOSEOUT DELIVERABLES AND ACKNOWLEDGMENT

1.1 Final Deliverables. The Counterparty represents that it has delivered to the Client all final deliverables, reports and materials required under the Agreement. The Parties acknowledge the final deliverables as described below:

1.2 Acceptance. The Client hereby confirms that, other than for latent defects, warranty claims or obligations expressly reserved in this Letter, the deliverables identified above are accepted and the Client has no further claims for additional deliverables under the Agreement.

2. FINAL ACCOUNTING AND PAYMENT

2.1 Final Invoice. The Counterparty shall submit a final invoice for amounts due under the Agreement, and the Parties confirm final payment in the amount of to be paid by the Client within calendar days of receipt of the final invoice dated .

2.2 Disputes. Any discrete invoice dispute shall be submitted in writing within ten (10) days of receipt of the final invoice and shall not prevent the Client from paying undisputed amounts when due.

3. RELEASE, WAIVER AND RESERVATIONS

3.1 Mutual Release. Upon Client's payment of the final amounts specified in Section 2, each Party, on behalf of itself and its affiliates, officers, directors and agents, hereby fully and unconditionally releases and forever discharges the other Party from any and all claims, demands, causes of action, liabilities and obligations arising out of or relating to the Agreement, whether known or unknown, up to the date of this Letter, except for claims arising from fraud, willful misconduct, criminal acts or matters expressly reserved by this Letter.

3.2 Carve-Outs. The foregoing release does not release any claims: (a) for fraud or willful misconduct; (b) for indemnity obligations expressly stated to survive in this Letter; or (c) for any express warranties that by their terms survive closeout.

4. RETURN OF PROPERTY AND RECORDS

4.1 Return. Each Party shall promptly return to the other Party any confidential materials, equipment, keys, access credentials and proprietary property belonging to the other Party within calendar days of the Effective Date of this Letter, except to the extent retention is required by law.

5. CONFIDENTIALITY; SURVIVAL

5.1 Confidentiality. The Parties reaffirm their obligations of confidentiality under the Agreement. All confidentiality obligations and protections shall survive termination or closeout and remain in full force and effect for the period specified in the Agreement or, if no period is specified, for a period of five (5) years from the Effective Date of this Letter.

5.2 Survival. Sections addressing confidentiality, indemnification, releases, warranties, records retention, governing law and any other provision that by its nature is intended to survive, shall survive the closeout of the Agreement.

6. INDEMNIFICATION

6.1 Mutual Indemnity. Each Party agrees to indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from that indemnifying Party's breach of the Agreement or willful misconduct, subject to the limitations and procedures set forth in the Agreement.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full authority to enter into and perform under this Letter; (b) the execution and delivery of this Letter and the performance contemplated herein have been duly authorized by all necessary corporate or organizational action; and (c) this Letter constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms.

8. NOTICES

All notices, requests and other communications required or permitted under this Letter shall be in writing and shall be delivered to the addresses set forth below by hand, nationally recognized overnight courier, or certified mail, return receipt requested:

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1 Governing Law. This Letter shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties:

9.2 Entire Agreement. This Letter constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior oral or written communications, agreements or understandings between the Parties concerning closeout of the Agreement.

9.3 Severability. If any provision of this Letter is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. No amendment, modification or waiver of any provision of this Letter shall be effective unless in writing and signed by authorized representatives of both Parties.

10.2 Waiver. The waiver by either Party of a breach or default of any provision of this Letter shall not constitute a waiver of any subsequent breach or default.

10.3 Counterparts. This Letter 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. Electronic signatures or facsimile copies of signatures shall be binding for all purposes.

11. FINAL CERTIFICATION

By signing below, each Party certifies that it has read and understands this Letter, that the person signing on its behalf is duly authorized, and that this Letter reflects the Parties' full agreement regarding closeout of the Agreement except for the limited reservations expressly provided herein.

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