Legal Corporate Clauses Template

LEGAL CORPORATE CLAUSES TEMPLATE

This Legal Corporate Clauses Template (the "Agreement") is made and entered into as of the day of , , by and between Company A: , with principal place of business at ; and Company B: , with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of conducting corporate operations and holds certain corporate governance rights, assets, intellectual property, and contractual relationships necessary to perform the activities contemplated by this Agreement; and

WHEREAS, Party B possesses management authority, corporate expertise, or other assets and desires to incorporate or adopt specified corporate clauses, covenants, and obligations for the governance of joint activities and interactions between the parties; and

WHEREAS, the parties desire to set forth standard corporate clauses, representations, warranties, and procedures to govern their relationship as set forth in this 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. DEFINITIONS

1.1 Defined Terms. Capitalized terms used in this Agreement shall have the meanings set forth in this Section. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. "Confidential Information" means all non-public information disclosed by a party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential.

2. REPRESENTATIONS AND WARRANTIES

2.1 Mutual Representations. Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) it has full corporate power and authority to enter into and perform this Agreement; and (c) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action.

2.2 No Conflict. The execution, delivery and performance of this Agreement do not and will not (a) violate any provision of the organizational documents of such party, (b) result in a breach of or constitute a default under any material agreement to which such party is bound, or (c) require notice to, consent of, or approval by any governmental or regulatory authority, except where failure to obtain such consent would not reasonably be expected to have a material adverse effect.

3. CORPORATE COVENANTS

3.1 Governance. Each party covenants to maintain such corporate records, minutes, resolutions and approvals as are required by applicable law and its organizational documents to effectuate the transactions contemplated by this Agreement. Each party shall take all actions, including obtaining any necessary board or shareholder approvals, required to give full force and effect to this Agreement.

3.2 Corporate Actions. Each party shall cause its officers and directors to execute such certificates, filings and other instruments and to take such further actions as may be reasonably necessary to carry out the intent of this Agreement.

4. CONFIDENTIALITY

4.1 Confidentiality Obligation. Each party agrees to hold Confidential Information of the other party in strict confidence and not to use or disclose such information except as expressly permitted by this Agreement or with the prior written consent of the disclosing party. The receiving party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

4.2 Compelled Disclosure. If a receiving party is compelled by law to disclose Confidential Information, it shall provide the disclosing party with prompt written notice so that the disclosing party may seek a protective order or other appropriate remedy.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Except as expressly provided in writing, each party shall retain all right, title and interest in and to its pre-existing intellectual property and any intellectual property developed independently of the other party. Nothing in this Agreement shall operate to transfer ownership of intellectual property except by written instrument signed by an authorized representative of the transferring party.

5.2 License; Use Restrictions. Where parties grant licenses pursuant to separate written agreements, such licenses shall specify scope, duration, exclusivity and compensation. Each party shall not reverse engineer, decompile or otherwise attempt to derive the source code of any software provided by the other party without prior written consent.

6. INDEMNIFICATION

6.1 Indemnity by Each Party. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its Affiliates, officers, directors, employees and agents (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) any breach of the representations, warranties or covenants made by the Indemnifying Party in this Agreement, or (b) the Indemnifying Party's negligence or willful misconduct in performing its obligations under this Agreement.

7. LIMITATION OF LIABILITY

7.1 Exclusion of Consequential Damages. Except for liability arising from willful misconduct, fraud, or a party's breach of its confidentiality or indemnity obligations under this Agreement, neither party shall be liable to the other for any special, indirect, incidental, consequential or punitive damages, including lost profits, even if such party has been advised of the possibility of such damages.

7.2 Cap on Liability. Except for liability resulting from willful misconduct, gross negligence, or a party's breach of Sections 4 (Confidentiality) or 6 (Indemnification), a party's aggregate liability under this Agreement shall not exceed the greater of (a) direct damages incurred in the preceding twelve (12) months, or (b) an amount of .

8. TERM AND TERMINATION

8.1 Term. This Agreement shall commence on the Effective Date and continue in effect until terminated in accordance with this Section.

8.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party.

8.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

9. ASSIGNMENT

9.1 Restrictions on Assignment. Neither party may assign or transfer this Agreement or any rights or obligations hereunder 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 without consent to a successor in connection with a merger, consolidation, reorganization, sale of substantially all of its assets, or other change of control.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, nationally recognized overnight courier, personal delivery or electronic transmission pursuant to agreement between the parties.

11. FORCE MAJEURE

11.1 Excused Performance. Neither party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, pandemics, war, terrorism, labor disputes, governmental actions, material shortages, or other force majeure events. A party claiming force majeure shall give prompt notice to the other party and shall use commercially reasonable efforts to resume performance.

12. DISPUTE RESOLUTION

12.1 Negotiation. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy.

12.2 Remedies. Except as otherwise provided in this Agreement, the rights and remedies provided herein are cumulative and in addition to any rights or remedies available at law or in equity.

13. MISCELLANEOUS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

13.2 Entire Agreement. This Agreement, including any exhibits and schedules attached hereto, 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.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement and the remaining provisions shall continue in full force and effect.

13.4 Amendments; Waiver. No amendment or modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party. No waiver of any right or remedy shall be effective unless in writing.

13.5 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 one and the same instrument. Signatures transmitted by electronic means shall be deemed to be original signatures for all purposes.

ADDITIONAL PROVISIONS / SPECIAL INSTRUCTIONS

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