Legal Contract Sign Off

LEGAL CONTRACT SIGN OFF

This Legal Contract Sign Off ("Sign-Off") is made effective as of Effective Date: by and between Client Name: with principal address:

and Contractor Name: with principal address:

RECITALS

WHEREAS, the Parties entered into a Contract identified as Contract Reference No.: dated Original Contract Date: (the "Contract"), which defined the scope, schedule and payment terms for the deliverables described below;

WHEREAS, Contractor has provided the deliverables as described in Deliverable Description below and Client has conducted an inspection for conformity to the requirements of the Contract;

WHEREAS, the Parties desire to document Client's acceptance of the deliverables, the terms for any final payment, and mutual releases as set forth herein.

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. ACCEPTANCE AND CERTIFICATION

1.1 Client hereby certifies that it has inspected the deliverables and that, except for any limited punch list items specifically identified below, the deliverables materially conform to the specifications of the Contract. Client indicates acceptance by signing this Sign-Off. Client acceptance includes the following declarations:

Client accepts the deliverables as complete and conforming.

Client accepts the deliverables subject to the limited punch list items below. Any such punch list items shall be limited to non-material items that do not impede use.

2. FINAL PAYMENT AND FINANCIAL SETTLEMENT

2.1 Subject to Client's acceptance above, Client shall pay Contractor a Final Payment in the amount of $ payable within days of the date of this Sign-Off or as otherwise set forth in the Contract.

2.2 Receipt by Contractor of the Final Payment (net of any agreed setoffs or withholdings allowed under the Contract) shall be deemed full and final compensation for the deliverables described herein except as expressly provided in writing in this Sign-Off.

3. RELEASE OF CLAIMS

3.1 Upon payment of the Final Payment and Client's execution of this Sign-Off, Client and Contractor mutually release and discharge each other, and their respective successors, assigns, officers, directors, employees and agents, from any and all claims, demands, causes of action, liabilities and damages arising out of or related to the Contract and the delivery of the deliverables, whether known or unknown, except for (a) claims arising from fraud, willful misconduct or gross negligence, (b) obligations set forth in this Sign-Off, and (c) obligations that by their terms survive termination of the Contract.

4. REPRESENTATIONS; AUTHORITY

4.1 Each Party represents and warrants that (a) it has full power, authority and legal right to enter into this Sign-Off, (b) the person signing on its behalf is duly authorized to bind that Party, and (c) execution of this Sign-Off does not violate any agreement to which it is a party.

5. CONFIDENTIALITY

5.1 The Parties acknowledge and agree that any confidential information exchanged in connection with the Contract shall remain subject to the confidentiality provisions of the Contract. Nothing in this Sign-Off authorizes public disclosure of confidential materials except as required by applicable law.

6. INDEMNIFICATION

6.1 Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claim arising from its negligent acts, omissions, or willful misconduct in connection with the Contract or the deliverables, subject to any limitations set forth in the Contract.

7. NOTICES

7.1 All notices required or permitted under this Sign-Off shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by written notice to the other Party in accordance with this paragraph.

8. GOVERNING LAW; VENUE

8.1 This Sign-Off shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising under this Sign-Off.

9. ENTIRE AGREEMENT; SEVERABILITY

9.1 This Sign-Off, together with the Contract, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to such subject matter. If any provision of this Sign-Off is held to be invalid or unenforceable, such provision shall be severed and the remainder of this Sign-Off shall remain in full force and effect.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 No amendment, modification or waiver of any provision of this Sign-Off shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of a Party to enforce any provision shall not constitute a waiver of future enforcement. This Sign-Off may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be deemed originals for all purposes.

EXECUTION

The signatories below certify that they are authorized to execute this Sign-Off on behalf of their respective Parties and that by signing they effect Client's and Contractor's acceptance, certification, final settlement, and release as set forth herein.

Sign Now