Legal Covenant Agreement

LEGAL COVENANT AGREEMENT

This Legal Covenant Agreement ("Agreement") is entered into as of by and between Party A: , an entity type with principal address (hereinafter "Party A"), and Party B: , an entity type with principal address (hereinafter "Party B"). Party A and Party B may be referred to collectively as the "Parties."

RECITALS

WHEREAS, Party A is the legal owner or holder of certain rights, interests, assets, or confidential information described as:

WHEREAS, Party A desires to impose and Party B desires to accept certain covenants, restrictions, obligations, and limitations relating to the foregoing subject matter for the purpose of protecting Party A's legitimate business, property, or proprietary interests.

WHEREAS, the Parties intend by this Agreement to set forth the terms, duration and remedies applicable to the covenants contained herein.

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

1. DEFINITIONS

1.1 "Covenant" means any affirmative or negative obligation imposed on a Party under this Agreement as expressly set forth herein.

1.2 "Breach" means any material failure to perform an obligation under this Agreement that remains uncured following the applicable cure period set forth in Section 3.

2. COVENANTS

2.1 Affirmative Covenants. Party B covenants and agrees to perform the following affirmative obligations:

2.2 Negative Covenants. Party B shall not, directly or indirectly, do any of the following without the prior written consent of Party A:

2.3 Scope. The covenants set forth in this Agreement apply to the subject matter described above and to any successors or affiliates as expressly provided herein.

3. TERM AND TERMINATION

3.1 Term. The term during which the covenants shall remain in full force and effect shall be years from the Effective Date, unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party following the occurrence of an unremedied Breach. The non-breaching Party shall provide written notice and the breaching Party shall have days to cure the Breach.

4. CONSIDERATION

4.1 Consideration. The Parties acknowledge that the covenants, mutual promises and other good and valuable consideration set forth herein constitute sufficient and bargained-for consideration for the obligations of the Parties. Specific consideration provided in connection with this Agreement is described as:

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms.

6. REMEDIES

6.1 Injunctive Relief and Specific Performance. The Parties acknowledge that a Breach of the covenants may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching Party shall be entitled to seek injunctive relief, specific performance or other equitable remedies in addition to any other remedies available at law or in equity.

6.2 Damages. Without limiting equitable remedies, the non-breaching Party may recover damages, including actual damages and, where applicable, attorneys' fees incurred in enforcing this Agreement, to the extent permitted by law.

7. 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 a Party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control so long as the assignee assumes all obligations hereunder.

8. NOTICES

All notices under this Agreement must be in writing and sent to the addresses set forth below by certified mail, personal delivery, or overnight courier and will be effective upon receipt.

9. AMENDMENTS

This Agreement may not be amended, modified or supplemented except by a written instrument signed by both Parties. Any attempted amendment not executed in accordance with this Section shall be void.

10. WAIVER

No waiver of any breach or default hereunder shall be effective unless in writing and signed by the Party granting the waiver. No waiver of any provision shall constitute a waiver of any other provision or of any subsequent breach.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

12. ENTIRE AGREEMENT

This Agreement, together with any exhibits or 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 and negotiations, whether written or oral.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall continue in full force and effect.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed effective for all purposes.

15. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The Parties agree to execute such further instruments and take such further actions as may be necessary to carry out the intent of this Agreement.

Sign Now