Legal Contract Close

LEGAL CONTRACT CLOSE

This Contract Close Agreement (the "Agreement") is entered into on this day of , by and between Party A: , an entity organized as Corporation LLC Other with principal place of business at (collectively, "Party A"), and Party B: , an entity organized as Corporation LLC Other with principal place of business at (collectively, "Party B"). Party A and Party B are each referred to herein as a "Party" and together as the "Parties."

Recitals

WHEREAS, the Parties entered into a certain contract described as: Contract Title/Reference: dated of ,

WHEREAS, the Parties have substantially performed their respective obligations under the referenced contract and desire to document final acceptance, payment allocation, release of claims, and the transfer of final deliverables in order to effect a complete close of the contractual relationship between them; and

WHEREAS, the Parties desire to define the scope and effect of the final close, including any releases, surviving obligations, and procedures for transition or post-close support.

NOW THEREFORE

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

1. Definitions

1.1 Capitalized terms used in this Agreement shall have the meanings set forth in the referenced contract unless otherwise defined herein. For purposes of clarity, "Final Deliverables" means the items and documentation expressly delivered to the receiving Party as set forth in Section 2.

2. Closing Deliverables

2.1 Party A certifies that it has delivered to Party B, and Party B acknowledges receipt of, the following Final Deliverables:

2.2 All Final Deliverables shall be delivered in the form and substance required by the contract and accompanied by all related documentation, source files, and transfer of licenses where applicable.

3. Final Payment and Accounting

3.1 In full and final settlement of all amounts owing under the contract, Party B shall pay to Party A the sum of: ("Final Payment"), subject to the withholding and setoff rights expressly reserved in this Agreement.

3.2 Payment shall be made by the payment method previously agreed between the Parties within days of the Effective Date and after Party B's written acceptance of the Final Deliverables.

4. Acceptance; Final Acceptance Procedures

4.1 Acceptance shall occur upon Party B's written confirmation that the Final Deliverables materially conform to the contract requirements or upon expiration of the acceptance testing period, if any, set forth below.

4.2 Except for latent defects and expressly surviving obligations, Final Acceptance constitutes conclusive evidence that the deliverables and services have been provided in accordance with the contract.

5. Mutual Release and Waiver

5.1 Subject to the exceptions set forth in Section 5.2, upon receipt of the Final Payment and compliance with the obligations in this Agreement, each Party, on behalf of itself and its affiliates, successors and assigns, hereby releases and forever discharges the other Party from any and all claims, demands, liabilities, causes of action and damages, whether known or unknown, arising out of or relating to the contract through the Effective Date.

6. Representations and Warranties; Survival

6.1 Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; that this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms; and that the execution and performance thereof do not violate any other agreement to which it is a party.

6.2 The representations and warranties of the Parties shall survive the Effective Date for a period of unless a different period is specified herein.

7. Indemnification

7.1 Each Party (an "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from third-party claims to the extent caused by the Indemnifying Party's breach of this Agreement, gross negligence, or willful misconduct.

7.2 The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume control of the defense and settlement thereof subject to the Indemnified Party's right to participate at its own expense.

8. Confidentiality

8.1 Except as required by law, each Party shall continue to treat the other Party's Confidential Information as confidential in accordance with the confidentiality obligations in the contract. Confidential Information shall not be disclosed except as permitted by the contract.

9. Transition Assistance

9.1 If requested in writing prior to the Effective Date, the delivering Party shall provide reasonable transition assistance for a period of at no additional charge / for additional consideration as agreed below:

10. Taxes and Expenses

10.1 Unless otherwise agreed in writing, each Party shall bear its own taxes and costs arising out of or related to the obligations performed prior to the Effective Date. Any sales, use, transfer or similar taxes directly attributable to the Final Payment shall be allocated as follows:

11. Records; Audit Rights

11.1 Each Party shall retain records relevant to the contract for a period of not less than following the Effective Date. Upon reasonable notice, either Party may request access to such records to verify compliance with this Agreement.

12. Remedies; Limitation of Liability

12.1 The Parties acknowledge that monetary damages may not be a sufficient remedy for breach of certain provisions of this Agreement and that equitable relief may be appropriate. Except as expressly provided, neither Party shall be liable for consequential, incidental, punitive or exemplary damages.

13. Notices

13.1 All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and shall be delivered to the Parties at the following addresses:

14. Amendments; Waiver

14.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both Parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

15. Governing Law; Jurisdiction

15.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Parties below without regard to its conflict of laws principles.

16. Entire Agreement

16.1 This Agreement, together with the referenced contract as expressly modified hereby, constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating to that subject matter.

17. Severability

17.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

18. Counterparts; Electronic Signatures

18.1 This Agreement 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. Signatures transmitted by electronic means shall be treated as original signatures.

19. Execution

19.1 The individuals signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the Party for which they sign and to bind such Party to the terms hereof.

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