Legal Final Signature Form

LEGAL FINAL SIGNATURE FORM

This Legal Final Signature Form is executed as of Effective Date: by and between Client Name: with principal address and Service Provider Name: with principal address .

RECITALS

WHEREAS, the parties entered into a written agreement titled dated (the "Existing Agreement");

WHEREAS, the parties have completed the obligations and deliverables described in the Existing Agreement and desire to evidence final acceptance, release certain pending claims, and confirm the final terms as set forth herein;

WHEREAS, the parties intend that this Final Signature Form constitute the final written acknowledgment and mutual agreement of the matters described below.

NOW, THEREFORE

In consideration of the mutual covenants and promises 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 Form, capitalized terms not otherwise defined shall have the meanings assigned in the Existing Agreement. In addition:

"Final Deliverables" means the items described in the attached Final Deliverables summary and any deliverable accepted in writing by the Client. Final Deliverables summary:

2. FINAL ACCEPTANCE AND RELEASE

Upon execution of this Form by authorized representatives of both parties, the Client shall be deemed to have accepted the Final Deliverables, and each party hereby releases the other from any and all claims, demands, causes of action, liabilities and obligations arising out of or in connection with the Existing Agreement, except for (i) claims arising from fraud or willful misconduct; (ii) obligations expressly reserved in this Form; and (iii) obligations that by their terms survive termination.

3. REPRESENTATIONS AND WARRANTIES

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

4. CONSIDERATION

The parties acknowledge that the consideration for this Form consists of mutual releases, final acceptance of the Final Deliverables, and any payments already made or expressly provided for in the Existing Agreement. If additional payment is due as part of final settlement, specify amount: and due date: .

5. CONFIDENTIALITY

Except as required by law, neither party shall disclose the terms of this Form or any Confidential Information of the other party without prior written consent. The obligations in this Section survive termination of the Existing Agreement and this Form for a period of two (2) years.

6. NOTICES

All notices, requests, consents and other communications required or permitted under this Form shall be in writing and delivered to the addresses set forth below (or such other address as a party may specify by notice).

7. AMENDMENTS; WAIVER

No amendment or modification of this Form will be effective unless in writing and signed by authorized representatives of both parties. No waiver of any provision will be effective unless in writing and signed by the waiving party.

8. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to its conflict of law principles. Governing jurisdiction: .

9. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be interpreted to effectuate the original intent of the parties.

10. ENTIRE AGREEMENT; COUNTERPARTS

This Form, together with the Existing Agreement as modified herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and understandings. This Form may be executed in counterparts, each of which will be deemed an original and all of which together constitute one and the same instrument. Electronic signatures or facsimile copies of signatures shall be binding to the same extent as original signatures.

IN WITNESS WHEREOF, the parties have executed this Legal Final Signature Form by their duly authorized representatives as of the Effective Date first written above.

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