Legal Final Package

LEGAL FINAL PACKAGE

This Legal Final Package Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client and Service Provider previously entered into one or more agreements and have engaged in negotiations and document exchange to conclude the matters described herein; and

WHEREAS, Service Provider has prepared and delivered a final package of deliverables, documents and instruments identified in Section 2, and Client has conducted a review for acceptance and final settlement; and

WHEREAS, the parties desire to document final acceptance, payment, releases and remaining obligations with respect to the final package of work and materials.

Now, therefore

In consideration of the mutual covenants contained 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, "Final Package" means the documents, deliverables and instruments listed in Section 2, together with any supporting materials necessary for Client's use and record retention. "Acceptance" means Client's written or electronic confirmation that the Final Package conforms in all material respects to the agreed specifications.

2. Final Package; Delivery; Acceptance

Service Provider represents that it has delivered to Client a final package consisting of the documents and materials described below (the "Delivered Materials"). Client acknowledges receipt and records acceptance details.

Acceptance Date:   Acceptance Status: Confirmed    With Reservations

3. Final Payment; Accounting

In full settlement for the Final Package, Client shall pay to Service Provider the Final Payment Amount set forth below, subject to any agreed deductions or adjustments set forth in writing. Payment shall be made in cleared funds within thirty (30) days after Acceptance Date unless otherwise agreed in writing.

4. Release of Claims

Upon receipt of the Final Payment, Client fully and irrevocably releases and discharges Service Provider and its affiliates, successors and assigns from any and all claims, demands, causes of action, liabilities and obligations, whether known or unknown, arising out of or relating to the subject matter of the Final Package through the Acceptance Date, except for claims arising from gross negligence, willful misconduct or fraud.

5. Representations and Warranties

Each party represents and warrants that it has full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and delivery of this Agreement have been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

6. Confidentiality

Each party shall continue to maintain the confidentiality of Confidential Information disclosed in connection with the Final Package and shall not disclose such information except as required by law or with the prior written consent of the disclosing party. Confidential Information excludes information that is or becomes publicly available through no fault of the receiving party.

7. Indemnification

Each party (the "Indemnitor") shall indemnify and hold harmless the other party (the "Indemnitee") against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) resulting from third-party claims to the extent arising from the Indemnitor's breach of this Agreement, negligence, or willful misconduct. The indemnification obligations shall survive termination of this Agreement.

8. Limitation of Liability

Except for liability arising from willful misconduct, fraud or indemnity obligations, neither party shall be liable to the other for incidental, consequential, punitive or special damages, and aggregate direct damages arising out of or related to this Agreement shall not exceed the Final Payment Amount paid under Section 3.

9. Taxes

Each party shall be responsible for its own taxes, and where required by law, the party making payment shall withhold amounts and remit to taxing authorities. Any withholding shall be documented and promptly provided to the other party.

10. Notices

Notices under this Agreement shall be in writing and delivered by hand, certified mail, or courier to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section. Notice is effective upon receipt.

11. Amendments; Waiver

No amendment of this Agreement shall be effective unless in a writing signed by both parties. No waiver of any breach shall constitute a waiver of any other breach.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws specified by the parties below without regard to principles of conflicts of laws. The parties agree that venue for any action arising under this Agreement shall be in a court of competent jurisdiction mutually agreed by the parties or as set forth in an express field below.

13. Entire Agreement

This Agreement, together with any exhibits, schedules and written documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Final Package and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part by a court of competent jurisdiction, the remainder of the provision and the other provisions of this Agreement shall remain in full force and effect.

15. 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. Electronic signatures and transmissions of executed signature pages shall be binding.

Additional Provisions

Sign Now