Legal Document Sign Form

LEGAL DOCUMENT SIGN FORM

This Legal Document Sign Form (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: , whose principal address is , and Provider Name: , whose principal address is . Each of the foregoing parties may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties desire to record the Parties' agreement with respect to the document described below and to evidence their mutual assent to the terms set forth herein; and

WHEREAS, the Parties intend that this Agreement shall serve as the executed signature page and acknowledgment for the Document Title: and any related schedules or exhibits identified herein; and

WHEREAS, the Parties desire to set forth certain standard terms, representations, and procedures governing the execution, delivery and effect of the signed document.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement 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, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Document Title. In addition, the following terms shall have the following meanings:

"Executed Document" means the document identified above bearing the signatures of the Parties and any attachments, schedules or exhibits incorporated by reference.

2. SCOPE AND OBLIGATIONS

The Parties agree that the Executed Document constitutes a binding writing executed by duly authorized representatives of each Party. Each Party agrees to perform all acts reasonably necessary to effectuate the intent of the Executed Document, including, without limitation, delivering counterparts, providing requested supporting documents, and cooperating to cure any defects in execution.

Where the Executed Document contemplates the delivery of goods, services, or payments, the Party obligated to perform shall do so in accordance with the schedules, milestones and payment terms set forth in the Executed Document or as otherwise agreed in writing by the Parties.

3. TERM AND TERMINATION

This Agreement shall commence on the Commencement Date: and shall continue in effect until the obligations under the Executed Document have been fully performed or until earlier termination as provided herein.

Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches any representation, warranty or covenant contained herein or in the Executed Document and such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Each Party shall maintain in strict confidence all confidential or proprietary information disclosed by the other Party in connection with the Executed Document ("Confidential Information"). Confidential Information shall not include information that is (i) in the public domain other than by breach of this Agreement, (ii) rightfully received from a third party without breach of any obligation of confidentiality, or (iii) independently developed by the receiving Party without use of Confidential Information.

The receiving Party shall use Confidential Information solely for the purposes of performing its obligations under the Executed Document and shall not disclose Confidential Information to any third party except to those of its employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that (a) it is duly organized and in good standing under the laws of its jurisdiction of organization, (b) it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action.

6. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the "Indemnified Party") from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or relating to (a) any breach by the Indemnifying Party of its representations, warranties or covenants under this Agreement, or (b) the Indemnifying Party's gross negligence or willful misconduct in connection with the Executed Document.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, fraud, or a Party's obligations under Article 6 (Indemnification), neither Party shall be liable to the other for any indirect, incidental, consequential, special or punitive damages arising out of or in connection with this Agreement or the Executed Document, even if advised of the possibility of such damages.

8. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a Party may designate by written notice.

9. AMENDMENT AND 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. The failure of either Party to enforce any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province specified for governing law: without regard to its conflict of law principles.

11. ENTIRE AGREEMENT

This Agreement, together with the Executed Document and any attachments expressly incorporated herein, 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.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. COUNTERPARTS; AUTHORITY

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means that reproduce an original signature shall have the same force and effect as original signatures.

Each individual signing below represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for whom he or she signs and that such Party is bound by the terms hereof.

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