Legal Closure Letter

LEGAL CLOSURE LETTER

This Legal Closure Letter (this "Letter") is made and entered into as of Effective Date: by and between Party A Name: whose principal address is (hereinafter "First Party"), and Party B Name: whose principal address is (hereinafter "Second Party"). Collectively First Party and Second Party are referred to as the "Parties."

RECITALS

WHEREAS, the Parties entered into an agreement dated concerning (the "Agreement");

WHEREAS, the Parties have completed the primary work contemplated by the Agreement, and the Parties desire to document the final accounting, disposition of property, and mutual releases necessary to close the matter described in the Agreement;

WHEREAS, the Parties desire to set forth the terms under which the Agreement will be closed and certain obligations will survive such closure.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Closure Date" means the date on which all obligations set forth in Section 2 are satisfied, which shall be no later than unless extended in writing by mutual agreement of the Parties.

2. CLOSURE ACTIONS

2.1 Final Accounting and Invoices. Within days of the Effective Date, the First Party shall deliver a final accounting and all outstanding invoices describing amounts due and any credits (the "Final Accounting"). The Parties agree that the Final Accounting will be delivered to the notice addresses specified in Section 8.

2.2 Payment. The Second Party shall pay the Final Balance Due in full by Payment Deadline: . Final Balance Due: $. Any undisputed amounts unpaid after the Payment Deadline shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

2.3 Return of Property. Each Party shall return to the other Party, at the following return location: , all tangible property, confidential materials, and originals of documents belonging to the other Party no later than the Closure Date.

2.4 Outstanding Obligations. The Parties represent they have disclosed all outstanding claims, liens, or encumbrances known to them arising from the Agreement and either have resolved them or set forth those matters in the Final Accounting.

3. FINAL ACCOUNTING

3.1 Content. The Final Accounting shall itemize fees, expenses, credits, payments received, and any outstanding obligations. The First Party shall provide supporting documentation for any disputed items upon request.

4. MUTUAL RELEASE

4.1 Release by First Party. Subject to receipt of payment of the Final Balance Due as required by Section 2.2 and performance of other obligations in this Letter, the First Party releases and forever discharges the Second Party from any and all claims, demands, causes of action, liabilities, and obligations (whether known or unknown, contingent or fixed) arising out of or relating to the Agreement through the Closure Date, except for liabilities that survive under this Letter.

4.2 Release by Second Party. Subject to the First Party's compliance with its obligations in this Letter, the Second Party releases and forever discharges the First Party from any and all claims, demands, causes of action, liabilities, and obligations arising out of or relating to the Agreement through the Closure Date, except for liabilities that survive under this Letter.

5. SURVIVAL

The provisions of this Letter that by their nature survive termination or closure of the Agreement, including but not limited to Confidentiality, Indemnification, Representations and Warranties, Governing Law, and any payment obligations, shall survive the Closure Date.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full corporate or individual power and authority to execute and deliver this Letter and to perform its obligations hereunder; (b) the execution and delivery of this Letter have been duly authorized; and (c) neither the execution nor the performance of this Letter will violate any other agreement or obligation to which it is a party.

7. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from that Party's breach of this Letter or acts or omissions occurring prior to the Closure Date, except to the extent caused by the indemnified Party's gross negligence or willful misconduct.

8. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by notice in accordance with this Section.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Letter may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Letter shall operate as a waiver of that right. 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.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. This Letter constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Letter is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. MISCELLANEOUS

The Parties acknowledge that they have had the opportunity to consult with legal counsel, that they enter into this Letter voluntarily, and that they intend this Letter to be a final, binding, and enforceable expression of their agreement regarding the closure of the Agreement.

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