Legal Contract Attachments Form

LEGAL CONTRACT ATTACHMENTS FORM

This Legal Contract Attachments Form (the "Form") is made and entered into as of Effective Date: by and between Client Name: ("Client") and Counterparty Name: ("Counterparty"). This Form identifies and incorporates attachments, exhibits, appendices, schedules and other documents that are referenced in, or form part of, the Agreement identified below.

RECITALS

WHEREAS, the parties entered into a written agreement entitled Agreement Title: with an original effective date of (the "Agreement");

WHEREAS, the Agreement references certain attachments, exhibits, appendices and schedules that are necessary to define the parties' rights, obligations and the subject matter of the Agreement; and

WHEREAS, the parties desire to reduce to writing a complete and unambiguous list of those attachments and to certify the authenticity, completeness and incorporation of such attachments into the Agreement.

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. INCORPORATION OF ATTACHMENTS

Each document identified in Section 2 of this Form is an "Attachment." Each Attachment listed and described in Section 2 is incorporated into and made part of the Agreement by reference, to the same extent as if fully set forth in the Agreement. Where an Attachment contains terms that expressly modify or supplement terms of the Agreement, the Attachment shall control only to the extent expressly stated.

2. ATTACHMENT SCHEDULE

List each attachment, exhibit, appendix or schedule. Attachments must be cross-referenced to the Agreement by title and, where applicable, by exhibit or schedule identifier.

If additional attachments exist beyond those listed above, the parties shall attach an addendum to this Form listing each additional Attachment by number, title and date, and confirming incorporation by reference. Each party represents and warrants that the attachments delivered and described in this Form are true, complete and authentic copies of the documents referenced in the Agreement.

3. DELIVERY AND ORIGINALS

The party delivering an Attachment certifies that it has provided to the other party any required original or certified copy of such Attachment in the manner specified by the Agreement or by mutual agreement of the parties. Electronic copies delivered and acknowledged by both parties shall constitute effective delivery where permitted by the Agreement.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the authority to deliver the Attachments it purports to deliver; (b) the Attachments are accurate and complete with respect to the matters described therein; and (c) no material portions of the Attachments have been intentionally omitted or altered except as expressly noted in writing.

5. EFFECT OF ATTACHMENTS; ORDER OF PRECEDENCE

Except as expressly provided otherwise in an Attachment, the terms of the Agreement govern. In the event of any conflict between the Agreement and an Attachment, the parties shall apply the order of precedence established by the Agreement. Where the Agreement is silent as to order of precedence, the Agreement shall control unless an Attachment expressly states it supersedes a specific provision of the Agreement.

6. NOTICES

All notices related to Attachments shall be given in accordance with the notice provisions of the Agreement. For convenience, the parties provide current notice addresses below:

7. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Form shall be effective unless made in a written instrument signed by both parties. No failure or delay in exercising any right arising from this Form will constitute a waiver of that right unless expressed in writing and signed by the waiving party.

8. GOVERNING LAW; VENUE

This Form shall be governed by and construed in accordance with the laws of the State or jurisdiction specified in the Agreement as governing law. Absent such specification, the laws of the state in which the Agreement was executed shall govern without regard to conflict of law principles.

9. ENTIRE AGREEMENT; SEVERABILITY

This Form and the Agreement, including the Attachments identified herein, constitute the entire agreement between the parties with respect to the subject matter of this Form and supersede all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. If any provision of this Form is held to be invalid or unenforceable, such provision shall be construed or severed to the minimum extent necessary so that the remaining provisions remain in full force and effect.

10. COUNTERPARTS; EXECUTION

This Form may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures transmitted electronically shall be treated as original signatures for all purposes.

11. CERTIFICATION

By signing below, each party certifies that the Attachments listed in Section 2 are complete, accurate and, if marked as incorporated by reference, are intended to be legally incorporated into the Agreement. Each party further certifies that it has authority to bind the party and that the person signing is authorized to execute this Form.

Sign Now