Legal Document Merge Agreement

LEGAL DOCUMENT MERGE AGREEMENT

This Legal Document Merge Agreement (the Agreement) is made and entered into as of Effective Date: by and between First Party: with principal address: , and Second Party: with principal address: .

RECITALS

WHEREAS, the Parties have executed certain agreements, instruments, schedules, statements of work, exhibits, and ancillary documents (collectively, the Existing Documents) that relate to their respective rights and obligations in connection with the subject matter described in those instruments;

WHEREAS, the Parties desire to consolidate, merge, and integrate the Existing Documents into a single integrated document or consolidated instrument that reflects the present intent of the Parties, eliminates redundancy, and clarifies the operative terms and conditions of their relationship; and

WHEREAS, the Parties intend that the consolidated document shall supersede inconsistent provisions of the Existing Documents to the extent provided in this Agreement while preserving any rights and obligations expressly retained by the Parties.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Existing Documents" means the documents, agreements, exhibits, schedules or instruments listed in the Schedule of Documents to be Merged. "Merged Document" means the consolidated form of the Existing Documents resulting from the merge process described in Section 2.

2. MERGER; INTEGRATION

2.1 Merger. The Parties shall cooperate in good faith to prepare and execute a single Merged Document that integrates the material terms of the Existing Documents. Upon execution of the Merged Document by both Parties, the Merged Document shall supersede and replace the Existing Documents to the extent of any inconsistency, except as expressly provided otherwise in Section 2.3.

2.2 Process and Deliverables. The Parties shall deliver to one another within days a proposed consolidated draft and shall respond to comments in a timely manner. The Parties acknowledge that the final Merged Document shall be subject to mutual written approval prior to execution.

2.3 Preservation of Rights. Notwithstanding Section 2.1, any provision of the Existing Documents that the Parties expressly identify in writing as surviving the merger shall remain in full force and effect as set forth in such writing.

3. SCHEDULE OF DOCUMENTS

The Parties shall attach and complete the Schedule of Documents to be Merged. Describe each document to be merged, including title, execution date, and parties thereto.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that: (a) it has full corporate, limited liability company or individual 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 do not and will not violate any material agreement, law, or order applicable to such Party; and (c) there are no undisclosed agreements or restrictions that would materially impair the validity or enforceability of the Merged Document.

5. CONSIDERATION

The Parties acknowledge that the mutual promises and undertakings set forth in this Agreement constitute sufficient consideration for the obligations of each Party. If monetary consideration is to be exchanged in connection with the merge, state the amount and payment terms below.

6. CONFIDENTIALITY

All non-public information exchanged in connection with the preparation and negotiation of the Merged Document shall be treated as Confidential Information under the terms set forth in any existing confidentiality agreement between the Parties, or, if none exists, shall be held in confidence and not disclosed except as required by law or with prior written consent.

7. INTELLECTUAL PROPERTY

Except as expressly provided in the Merged Document, the Parties retain all right, title and interest in and to their respective pre-existing intellectual property. Any joint creations arising solely from the consolidation process shall be addressed in the Merged Document as to ownership and license.

8. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants made by such Party in this Agreement.

9. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or a Party's breach of its confidentiality or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, indirect, special or punitive damages, even if advised of the possibility of such damages.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until the Merged Document is executed by the Parties or this Agreement is terminated by written agreement of the Parties. Termination shall not relieve any Party of liability for obligations accrued prior to termination or any obligations that by their nature survive termination.

11. NOTICES

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

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

13. 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.

14. ENTIRE AGREEMENT

This Agreement, together with the Merged Document when executed and any schedules or exhibits attached hereto or thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties to the greatest extent permitted by law.

16. 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 original for all purposes.

17. MISCELLANEOUS

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

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