Legal Closure Document

Legal Closure Document

This Legal Closure Document (the "Closure") is made effective as of by and between Client Name: , a(n) organized under the laws of , with principal place of business at ; and Counterparty Name: , a(n) organized under the laws of , with principal place of business at (collectively the "Parties").

RECITALS

WHEREAS, the Parties entered into an agreement identified as dated (the "Agreement"); and

WHEREAS, the Parties desire to effect an orderly closure of their relationship under the Agreement, to document final obligations, and to provide mutual releases and transition assistance as set forth herein; and

WHEREAS, the Parties agree that closure upon the terms set forth will avoid further disputes and will settle all claims arising from or related to the Agreement to the fullest extent permitted by law.

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration set forth below, the Parties agree as follows.

1. DEFINITIONS

For purposes of this Closure, capitalized terms not otherwise defined have the meanings given in the Agreement. The following definitions apply: "Final Accounting" means the written statement of amounts due, credits, and adjustments described in Section 4 and delivered pursuant to Section 5.

2. EFFECT OF CLOSURE

Upon the Effective Date, the Parties acknowledge and agree that the Agreement shall be terminated and of no further force or effect except as expressly preserved by this Closure. No Party shall be liable for any obligation or performance under the Agreement accruing after the Effective Date, except as expressly provided in this Closure.

3. CLOSURE CONSIDERATION

In full and final settlement of all claims arising out of the Agreement, Counterparty shall pay to Client the sum of (the "Closure Consideration") subject to the Final Accounting and offsets described in Section 4. Payment shall be made in cleared funds within days after delivery of the Final Accounting.

4. FINAL ACCOUNTING AND OUTSTANDING OBLIGATIONS

Within days after the Effective Date, each Party shall deliver to the other a Final Accounting setting forth all amounts then due and owing, credits, invoices, and adjustments through the Effective Date.

5. PAYMENT MECHANICS; SETOFF

The Final Accounting shall be conclusive as to the amounts listed unless disputed in good faith within seven (7) business days. If a Party disputes any portion of the Final Accounting, the Parties shall meet in good faith to resolve the dispute within ten (10) business days. Any undisputed amounts shall be payable in accordance with Section 3. Each Party reserves the right to set off any amounts legitimately owed against the Closure Consideration.

6. RETURN OF PROPERTY

Each Party shall return to the other all tangible property, documents, materials, and confidential information belonging to the other Party within days of the Effective Date. Property not timely returned shall be subject to recovery and reasonable costs of retrieval.

7. CONFIDENTIALITY

Except as required by law or as expressly permitted in writing, each Party shall maintain the confidentiality of the other Party's proprietary and confidential information received under the Agreement or this Closure. The obligations of confidentiality survive termination to the extent set forth in the Agreement or, if no period is specified therein, for a period of three (3) years from the Effective Date.

8. TRANSITION ASSISTANCE

If reasonably requested by either Party, the other Party shall provide transition assistance for a period not to exceed days following the Effective Date, at mutually agreed rates.

9. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full authority to enter into and perform this Closure, that the execution and delivery of this Closure and the performance of its obligations do not and will not violate any law, agreement or instrument binding on it, and that no bankruptcy or insolvency proceeding is pending or, to its knowledge, threatened against it.

10. MUTUAL RELEASE

Subject to receipt of the Closure Consideration and the Final Accounting adjustments, each Party, on behalf of itself and its affiliates and their respective officers, directors, employees, successors and assigns, irrevocably and unconditionally releases and forever discharges the other Party from any and all claims, demands, liabilities, actions and causes of action, known or unknown, fixed or contingent, arising out of or relating to the Agreement or the Parties' relationship prior to the Effective Date, except for: (a) obligations expressly set forth in this Closure; (b) claims arising from fraud or wilful misconduct; and (c) obligations that by their terms survive termination.

11. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against all losses, damages, liabilities and expenses (including reasonable attorneys' fees) incurred as a result of any breach of this Closure by the indemnifying Party or any third-party claim resulting from the indemnifying Party's gross negligence or willful misconduct.

12. NO FURTHER CLAIMS

Except as provided in this Closure, each Party covenants that it will not initiate, maintain or assert any claims or causes of action against the other Party relating to matters arising on or before the Effective Date.

13. SURVIVAL

The provisions of this Closure that by their nature are intended to survive termination or expiration shall so survive, including but not limited to Sections 4, 5, 6, 7, 10, 11, 13, 14 and 15.

14. NOTICES

All notices, requests and communications required or permitted under this Closure shall be in writing and delivered to the addresses specified below or to such other address as a Party designates in writing.

15. AMENDMENTS; WAIVER

No amendment, waiver or modification of this Closure shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver of that right.

16. COUNTERPARTS

This Closure 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. Facsimile or electronic signatures shall be binding.

17. GOVERNING LAW; VENUE

This Closure shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Closure.

18. ENTIRE AGREEMENT; SEVERABILITY

This Closure constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral, concerning the subject matter hereof. If any provision of this Closure is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. MISCELLANEOUS

The Parties acknowledge that they have had the opportunity to obtain independent legal advice with respect to this Closure. Headings are for convenience only and shall not affect interpretation.

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