Legal Contract Announcement

LEGAL CONTRACT ANNOUNCEMENT

This Legal Contract Announcement (the "Announcement") is made as of Effective Date: by and between Client Name: , with principal place of business at (hereinafter "First Party"), and Contractor Name: , with principal place of business at (hereinafter "Second Party").

Recitals

WHEREAS, the First Party and the Second Party have entered into a separate underlying agreement setting forth the commercial terms for the provision of goods or services (the "Underlying Contract"); and

WHEREAS, the parties desire to issue a public announcement regarding certain aspects of the Underlying Contract and to establish the procedures, approvals, timing, and permitted content for such announcement; and

WHEREAS, the parties intend this Announcement to govern publicity and any coordinated statements, while preserving confidential information and the parties' respective rights under the Underlying Contract.

Now, Therefore

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. Announcement

1.1 The parties shall prepare a single, coordinated announcement describing the existence and general nature of the Underlying Contract. The announcement shall not disclose Confidential Information as defined in the Underlying Contract. The parties agree that the authorized announcement text shall be the Press Release Draft set forth in Section 6 or such other text as expressly approved in writing by both parties in accordance with Section 3.

2. Approval and Authority

2.1 Neither party shall publish or authorize any third party to publish the Announcement without the prior written approval of the other party, which approval shall not be unreasonably withheld, conditioned, or delayed. Each party represents and warrants that the individual providing approval on its behalf has full authority to do so.

3. Publicity Restrictions

3.1 The Announcement shall be limited to the scope expressly authorized in writing. No party shall: (a) disclose pricing or detailed commercial terms; (b) attribute endorsements or statements to the other party without express consent; or (c) use the other party's trademarks, trade names, or logos except as expressly authorized in writing.

3.2 Any deviations from the jointly approved announcement text must be approved in writing by both parties prior to distribution.

4. Embargo and Timing

4.1 If an embargo applies, the parties agree to the Embargo Date and Time: and acknowledge that premature disclosure constitutes a breach of this Announcement.

5. Confidentiality

5.1 Notwithstanding the foregoing, all information that is designated confidential under the Underlying Contract or otherwise qualifies as confidential shall remain subject to the confidentiality obligations of the Underlying Contract. This Announcement does not amend or waive any confidentiality obligations except as expressly provided in writing.

6. Press Materials

7. Representations and Warranties

7.1 Each party represents and warrants that (a) it has full corporate power and authority to enter into this Announcement; (b) the person signing on its behalf is authorized to bind such party; and (c) the Announcement does not conflict with any existing agreement to which such party is subject.

8. Indemnification

8.1 Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from a breach of this Announcement by the indemnifying party, including unauthorized disclosure of Confidential Information.

9. Term; Termination

9.1 This Announcement shall commence on the Effective Date and continue until the earlier of (a) the mutual written agreement of the parties to terminate, or (b) the termination of the Underlying Contract, unless expressly continued in writing.

10. Notices

All notices under this Announcement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing in accordance with this Section. Notices shall be effective upon personal delivery, next business day by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

11. Amendments

11.1 No amendment, modification, or supplement to this Announcement will be valid unless it is in a writing signed by authorized representatives of both parties.

12. Waiver

12.1 A waiver of any provision of this Announcement must be in writing and signed by the party granting the waiver. Failure or delay in exercising any right will not operate as a waiver.

13. Governing Law

13.1 This Announcement shall be governed by and construed in accordance with the laws of the jurisdiction designated by the parties: without regard to conflict of laws principles.

14. Entire Agreement

14.1 This Announcement, together with the Underlying Contract to the extent expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15. Severability

15.1 If any provision of this Announcement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be interpreted so as best to effect the parties' intent.

16. Counterparts

16.1 This Announcement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and facsimile copies of signatures shall be binding on the parties.

Acknowledgements

Press Release Public Notice Private Notice / Client Communication

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