Legal Cover Page

LEGAL COVER PAGE

This Legal Cover Page (the Cover Page) is made effective as of by and between Client Name: (Party A) and Counterparty Name: (Party B). This Cover Page identifies and incorporates the primary agreement described below and any exhibits or schedules referenced herein.

RECITALS

WHEREAS, the parties intend that this Cover Page be attached to and become part of the underlying agreement titled (the Agreement), and to identify the effective date, exhibits, and administrative provisions applicable to that Agreement.

WHEREAS, the parties have negotiated or will negotiate terms and exhibits described in the Agreement and intend that such exhibits, schedules, statements of work, or attachments listed on this Cover Page be treated as incorporated components of the Agreement.

WHEREAS, the parties acknowledge that certain information and materials exchanged in connection with the Agreement may be designated confidential and subject to specific handling and notice requirements identified on this Cover Page.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Agreement and herein, the parties agree as follows:

1. INCORPORATION

The Agreement identified above and all exhibits, schedules, statements of work, purchase orders, and other attachments listed in Section 3 are incorporated by reference into this Cover Page and shall be deemed part of the Agreement for all purposes. If any provision of this Cover Page is inconsistent with a provision of an incorporated exhibit, the express terms of the exhibit shall govern with respect to the subject matter of that exhibit unless expressly stated otherwise.

2. EFFECT AND PRECEDENCE

This Cover Page is an administrative component of the Agreement and establishes the effective date, exhibit list, notice addresses, confidentiality designation, and the governing law. Except where the Agreement explicitly provides otherwise, the substantive commercial and legal provisions of the Agreement shall control.

3. ATTACHMENTS AND EXHIBITS

The following exhibits, schedules, and attachments are attached to and incorporated into the Agreement:

4. CONFIDENTIALITY DESIGNATION

The parties agree that information exchanged that is marked or otherwise designated as confidential in writing, or that by its nature should reasonably be considered confidential, shall be handled in accordance with the confidentiality provisions of the Agreement. Indicate whether this Cover Page and the Agreement are designated confidential:

This Cover Page and the Agreement contain confidential information and are subject to the Agreement's confidentiality obligations.

5. NOTICES

All notices, requests, consents and other communications required or permitted under the Agreement shall be given in writing and delivered to the notice addresses set forth below (or to such other address as a party may designate by written notice in accordance with this Section).

6. GOVERNING LAW

This Cover Page and any dispute arising out of or relating to the Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles that would result in the application of the laws of another jurisdiction.

7. ENTIRE AGREEMENT

This Cover Page, together with the Agreement and all incorporated exhibits and attachments, 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.

8. SEVERABILITY

If any provision of this Cover Page is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable while preserving the parties' intent. The remaining provisions shall remain in full force and effect.

9. AMENDMENTS, WAIVER AND COUNTERPARTS

No amendment, modification or waiver of any provision of this Cover Page shall be effective unless in writing and signed by duly authorized representatives of both parties. Failure to enforce any right shall not constitute a waiver. This Cover Page 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 transmission shall be effective as originals.

10. EXECUTION AND CERTIFICATION

By signing below, each signatory represents and warrants that they are duly authorized to execute and deliver this Cover Page on behalf of the party for which they sign and that the execution and delivery of this Cover Page is a valid and binding obligation of such party enforceable in accordance with its terms.

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