Legal Final Document

LEGAL FINAL DOCUMENT

This Legal Final Document (the "Agreement") is entered into as of Effective Date: by and between Party A: , having its principal address at and Party B: , having its principal address at (each a "Party" and together the "Parties").

Recitals

WHEREAS, the Parties previously engaged in negotiations and have agreed to resolve their respective rights and obligations as described herein; and

WHEREAS, Party A represents that it has provided all disclosures and deliverables required under prior discussions and Party B represents that it has performed its obligations as set forth in associated statements of work dated ; and

WHEREAS, the Parties desire to set forth, in a single final written agreement, the full and final terms of their arrangement and to release certain claims as provided below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.2 "Effective Date" means the date set forth above in the opening paragraph.

2. Consideration and Payment

2.1 In full and final settlement of all obligations described in the Recitals and any prior agreements or discussions between the Parties, Party shall pay to Party the sum of USD (the "Settlement Amount") pursuant to the schedule set forth below.

2.2 Payment shall be made by wire transfer, check, or other mutually agreeable means to the payee's designated account or address within days of the Effective Date. Failure to effectuate timely payment shall constitute a material breach subject to Section 10 (Termination) and Section 8 (Indemnification).

3. Deliverables and Obligations

3.1 Each Party shall perform its respective obligations described in Appendix A attached hereto and incorporated herein by reference. The Parties covenant to cooperate in good faith to accomplish the tasks and acceptance criteria set forth.

4. Representations and Warranties

4.1 Each Party represents and warrants to the other that: (a) it has full corporate or individual power and authority to enter into and perform its obligations under this Agreement; (b) execution and delivery of this Agreement and performance hereunder have been duly authorized by all necessary action; and (c) this Agreement is a valid and binding obligation enforceable in accordance with its terms.

4.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5. Confidentiality

5.1 Each Party shall maintain in confidence all Confidential Information received from the other Party and shall not disclose such information except to employees, agents or advisors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those contained herein.

5.2 Confidentiality obligations shall survive termination of this Agreement for a period of unless a longer period is required by law.

6. Release

6.1 In consideration of the Settlement Amount and other obligations herein, each Party, on behalf of itself and its affiliates, successors and assigns, releases and forever discharges the other Party from any and all claims, demands, liabilities, actions, causes of action, suits, debts and obligations, known or unknown, that arose prior to the Effective Date and that relate to the subject matter of this Agreement.

6.2 Each Party expressly waives any rights it may have under applicable law to assert claims based on facts unknown to it as of the Effective Date to the maximum extent permitted by law.

7. Indemnification

7.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of: (a) any breach of the representations, warranties or covenants of the Indemnifying Party contained in this Agreement; or (b) any third-party claim to the extent caused by the Indemnifying Party's gross negligence or willful misconduct.

8. Limitation of Liability

8.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR FRAUD, AND EXCEPT FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE SETTLEMENT AMOUNT PAID PURSUANT TO SECTION 2.

9. Termination

9.1 This Agreement shall remain in effect until all obligations have been satisfied or until terminated by mutual written consent of the Parties. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision and fails to cure such breach within days after receipt of written notice of the breach.

10. Notices

Notices to Party A

Notices to Party B

11. Amendments; Waiver; Counterparts

11.1 This Agreement may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought.

11.2 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of an original.

12. Governing Law; Venue

12.1 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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

13. Entire Agreement; Severability

13.1 This Agreement 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.

13.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable.

14. Miscellaneous

14.1 Relationship of the Parties. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship.

14.2 Headings. Headings and captions used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

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