Legal Contractual Clauses

LEGAL CONTRACTUAL CLAUSES

This Agreement for Contractual Clauses (the "Agreement") is entered into as of Effective Date: by and between Party A: with principal place of business at ("Party A"), and Party B: with principal place of business at ("Party B"). Collectively, Party A and Party B are referred to as the "Parties."

RECITALS

WHEREAS, the Parties wish to establish certain standard contractual provisions that will govern their relationship with respect to transactions and cooperative activities described in individual statements of work or master agreements;

WHEREAS, the Parties intend for these clauses to be incorporated by reference into existing and future agreements between them, and to govern to the extent such clauses are adopted in writing; and

WHEREAS, the Parties desire to set forth the mutual rights and obligations pertaining to confidentiality, representations, indemnity and remedies, among other matters, in a single instrument for convenience and clarity.

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. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Confidential Information" means all non-public information disclosed by a Party to the other Party, whether disclosed orally, visually, or in writing, that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

"Claim" means any claim, demand, action, suit or proceeding. Additional defined terms may be set forth in individual agreements which incorporate these clauses by reference.

2. TERM; TERMINATION

This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either Party upon prior written notice to the other Party. A Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Termination shall not relieve either Party of obligations accrued prior to the effective date of termination.

3. CONFIDENTIALITY

Each Party shall hold in confidence and not disclose any Confidential Information of the other Party, except to the extent necessary to perform the obligations under an incorporated agreement or as required by law. The receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is (a) already known to the receiving Party without obligation of confidentiality, (b) becomes publicly known through no breach of this Agreement, or (c) is rightfully received from a third party without restriction.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement and the performance of its obligations will not violate any applicable law or contractual obligation binding on such Party; and (c) no consent of any third party is required for the execution or performance of this Agreement except as expressly disclosed in writing.

5. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of third-party Claims to the extent such Claims arise from the Indemnifying Party's breach of this Agreement, negligence or willful misconduct. The Indemnified Party shall provide prompt written notice of any Claim and shall cooperate in the defense and settlement thereof; failure to provide prompt notice shall not relieve the Indemnifying Party of its indemnity obligations except to the extent prejudice results.

6. LIMITATION OF LIABILITY

Except for liability arising from a Party's willful misconduct, gross negligence, fraud, or obligations to indemnify as set forth in Section 5, neither Party shall be liable to the other for any special, incidental, consequential, punitive or exemplary damages, including lost profits. The aggregate liability of each Party for direct damages arising from or related to this Agreement shall not exceed unless otherwise expressly agreed in writing.

7. INTELLECTUAL PROPERTY

Except as expressly provided in an incorporated agreement, each Party retains all right, title and interest in and to its preexisting intellectual property. Any intellectual property developed jointly by the Parties in performance of a specific incorporated agreement shall be owned as set forth in that incorporated agreement; absent contrary written agreement, joint development shall be owned jointly with each Party having a non-exclusive, royalty-free license to exploit such jointly developed intellectual property for its internal business purposes.

8. FORCE MAJEURE

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, acts of government, natural disasters, epidemics, labor disputes, or interruptions in telecommunications or utilities. The affected Party shall notify the other Party promptly of the occurrence and effect of any such event and shall use commercially reasonable efforts to resume performance.

9. ASSIGNMENT

Neither Party may assign or transfer its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement in its entirety to an affiliate or to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets provided that the assignee agrees in writing to be bound by the terms of this Agreement.

10. NOTICES

All notices, consents, approvals and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below or such other address as a Party may designate by notice in accordance with this Section. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement is sought. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. Signatures delivered by electronic means (including scanned images or electronic signature platforms) shall be binding and deemed original for all purposes.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law rules. Each Party consents to the exclusive jurisdiction and venue of the state and federal courts located in such state for resolution of disputes arising under or related to this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any incorporated schedules or referenced agreements, 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. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

The Parties shall each bear their own costs and expenses in connection with the negotiation, preparation and execution of this Agreement, except as otherwise expressly provided. Headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.

ENTITY TYPE (OPTIONAL)

Party A Entity Type: Corporation Limited Liability Company Partnership Individual

Party B Entity Type: Corporation Limited Liability Company Partnership Individual

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