Legal Contract Closeout

LEGAL CONTRACT CLOSEOUT

This Contract Closeout Agreement (the "Closeout") is entered into effective as of by and between Client Name: and Contractor Name: .

Reference is made to the original agreement identified as Contract/PO Number: dated (the "Original Contract").

RECITALS

WHEREAS, pursuant to the Original Contract, Contractor performed the services and delivered goods described therein and Client has conducted review and acceptance activities in accordance with the acceptance criteria of the Original Contract; and

WHEREAS, the Parties intend by this Closeout to confirm final acceptance of deliverables, to document final payment and releases, and to set forth obligations that survive termination or final payment; and

WHEREAS, the Parties desire to avoid future disputes by memorializing the status of performance, deliverables, payments, records, and continuing obligations.

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

1. CLOSEOUT CERTIFICATION

1.1 Final Acceptance. Client certifies that, as of Acceptance Date: , all deliverables required under the Original Contract have been inspected and are hereby accepted except for items expressly listed in Attachment A. A detailed description of Final Deliverables accepted is set forth below and in Attachment A.

1.2 Final Invoice. Contractor has submitted Final Invoice Number: dated , in the amount of $ (the "Final Payment").

2. FINAL PAYMENT AND RELEASE

2.1 Payment. Client shall cause payment of the Final Payment to Contractor within thirty (30) days following execution of this Closeout and receipt of the Final Invoice and any required release documentation specified herein.

2.2 Release on Final Payment. Upon receipt of the Final Payment, Contractor hereby irrevocably releases and discharges Client and its officers, directors, employees, agents, successors and assigns from all claims, demands, causes of action, obligations, damages, liabilities and costs of any nature arising out of or related to the Original Contract through the Effective Date, except for (a) claims expressly reserved in Attachment A, and (b) obligations that by their nature survive closeout as set forth in Section 5 below.

2.3 Mutual Releases (optional). The Parties elect mutual release: Yes No (If mutual release is selected, both Parties shall execute counterpart releases attached as Attachment B.)

3. DELIVERABLES, RECORDS, AND PROPERTY

3.1 Transfer of Deliverables. Contractor confirms transfer to Client of all deliverables, documentation, source materials, and tangibles required by the Original Contract, except as listed in Attachment A. Title and risk of loss for transferred deliverables passed to Client upon acceptance as set forth in Section 1.1.

3.2 Retention of Records. Contractor shall maintain all records, books, correspondence, and supporting documentation relating to performance under the Original Contract for a period of from the Effective Date and shall make such records available to Client upon reasonable request during such period.

4. TAXES, LIENS, AND REPRESENTATIONS

4.1 Taxes and Withholding. Contractor represents that it has paid all wages, benefits, taxes, and contributions arising from Contractor's performance under the Original Contract and that no withholding is due from Client except as required by law.

4.2 Liens and Encumbrances. Contractor represents that there are no outstanding liens, security interests, encumbrances, or claims against the deliverables or against payments due under the Original Contract, except as disclosed in Attachment A.

5. WARRANTIES, INDEMNITIES, AND SURVIVAL

5.1 Survival. The representations, warranties, indemnities, confidentiality obligations, and any expressed continuing covenants in this Closeout shall survive termination and final payment to the extent necessary to enforce their terms and for the period specified in the Original Contract or by law.

5.2 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against all third-party claims to the extent arising from the indemnifying Party's acts or omissions, subject to any limitations of liability in the Original Contract.

6. CONFIDENTIALITY

6.1 Continued Confidentiality. Except as otherwise permitted in writing, each Party shall maintain the confidentiality of Confidential Information received under the Original Contract in accordance with the confidentiality provisions of the Original Contract for a period of from the Effective Date.

7. ATTACHMENTS AND UNRESOLVED ITEMS

7.1 Attachments. The following attachments are incorporated and shall survive: Attachment A (Outstanding Items and Reservations), Attachment B (Release Forms), Attachment C (Final Accounting).

7.2 Outstanding Items. Any outstanding items reserved by Client are described in Attachment A. Contractor shall be responsible for completing or addressing those items as set forth in Attachment A or as otherwise agreed in writing.

8. NOTICES

Notices required by this Closeout shall be in writing and delivered to the addresses above by personal delivery, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

9. MISCELLANEOUS

9.1 Governing Law. This Closeout shall be governed by and construed in accordance with the laws of the state specified by the Parties: , without regard to choice of law principles.

9.2 Entire Agreement. This Closeout, together with the Original Contract and the Attachments referenced herein, constitutes the entire agreement between the Parties with respect to closeout matters and supersedes all prior communications and understandings regarding the subject matter hereof.

9.3 Amendments; Waiver. No amendment or waiver of any provision of this Closeout will be effective unless in writing and signed by authorized representatives of both Parties. The failure to enforce any provision shall not constitute a waiver of that provision.

9.4 Severability. If any provision of this Closeout is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

9.5 Counterparts. This Closeout 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.

CERTIFICATION

Each Party represents and warrants that the individual signing below is duly authorized to execute this Closeout on behalf of the Party and that, upon execution, this Closeout will constitute a valid and binding obligation enforceable against such Party in accordance with its terms.

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