Legal Conformance Document

Legal Conformance Document

This Legal Conformance Document is made and entered into as of the Effective Date: by and between Party A Name: a organized under the laws of with principal place of business at (\"Provider\"); and Party B Name: a organized under the laws of with principal place of business at (\"Recipient\").

Recitals

WHEREAS, Provider develops, supplies, or performs the Products or Services described below and represents that such Products or Services conform to certain standards, specifications, laws and contractual requirements;

WHEREAS, Recipient requires written certification that the Products or Services conform to the Standards as a condition to procurement, use, distribution, or regulatory compliance;

WHEREAS, the parties desire to set forth the terms, representations, obligations and remedies relating to Provider's certification of conformance.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Definitions

1.1 \"Products or Services\" means the goods, software, hardware, documentation or services described as:

1.2 \"Standards\" means the technical standards, regulatory requirements, industry norms, specifications or contractual requirements to which Provider certifies conformance, as described below.

2. Certification of Conformance

2.1 Provider represents, warrants and certifies that, as of the Effective Date and during the Term, the Products or Services will materially conform to the Standards set forth in this Document. Such certification applies to the versions, configurations and quantities identified in the Product / Service Description.

2.2 Provider shall maintain internal testing, quality assurance and change control procedures reasonably necessary to ensure continued conformance. Provider shall provide to Recipient, upon reasonable request, documentation demonstrating compliance.

3. Representations and Warranties

3.1 Each party represents that it is duly organized, validly existing and in good standing under applicable law and has full power and authority to enter into and perform this Document. Provider specifically represents that the certification given herein is true and correct to the best of its knowledge as of the Effective Date.

3.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS DOCUMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

4. Compliance Obligations

4.1 Provider shall comply with all applicable statutes, regulations and administrative requirements applicable to the manufacture, provision, labeling, testing and delivery of the Products or Services. Provider shall timely notify Recipient of any material change in law or regulation that affects conformance.

5. Audit and Access

5.1 Upon reasonable prior notice, Provider shall permit Recipient, or Recipient's designated independent auditor, to inspect and copy records, processes and facilities reasonably necessary to verify conformance to the Standards. Such inspections shall be conducted during normal business hours and subject to confidentiality protections.

6. Non-conformance and Remediation

6.1 If Recipient reasonably determines that Products or Services do not conform to the Standards, Recipient shall provide written notice to Provider specifying the nature of the non-conformance. Provider shall, at its expense, promptly undertake corrective action in accordance with the remediation process set forth below.

6.2 If Provider fails to remedy material non-conformance within the Remediation Period, Recipient may, in addition to other remedies, require replacement, repair, equitable price adjustment, or terminate this Document for cause.

7. Indemnification

7.1 Provider shall indemnify, defend and hold harmless Recipient and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Document, including any certification that is false or any failure of the Products or Services to conform to the Standards.

8. Limitation of Liability

8.1 EXCEPT FOR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR PROVIDER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE PARTIES' AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS DOCUMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BETWEEN THE PARTIES UNDER ANY APPLICABLE STATEMENT OF WORK IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

9. Term and Termination

9.1 Term. This Document commences on the Effective Date and continues until terminated in accordance with this Section (the \"Term\").

9.2 Termination for Cause. Either party may terminate this Document for material breach by the other party if the breaching party fails to cure such breach within the Cure Period after receipt of written notice specifying the breach.

10. Confidentiality

10.1 Each party shall protect Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information, and shall only use such Confidential Information to perform its obligations under this Document. Confidential Information shall not include information that is publicly available through no fault of the receiving party.

11. Notices

All notices under this Document must be in writing and delivered to the addresses specified below by hand, national overnight courier, or certified mail, return receipt requested, or by a mutually agreed electronic delivery method.

12. Amendments; Waiver; Counterparts

12.1 This Document may be amended or modified only by a written instrument executed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other breach.

12.2 This Document may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. Governing Law; Severability; Entire Agreement

13.1 Governing Law. This Document shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

13.2 Severability. If any provision of this Document is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.3 Entire Agreement. This Document, together with any attachments or documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral.

14. Miscellaneous Provisions

14.1 Assignment. Neither party may assign its rights or delegate its obligations under this Document without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

14.2 Third-Party Beneficiaries. Except as expressly provided in Section 7 (Indemnification), no person other than the parties and their permitted successors and assigns shall have any rights hereunder.

Sign Now