Legal Final SOD Agreement

LEGAL FINAL SOD AGREEMENT

This Final Statement of Deliverables Agreement (the "Agreement") is made and entered into as of the Effective Date: by and between Client Name: , Entity Type: , and Contractor Name: , Entity Type: .

RECITALS

WHEREAS, Client and Contractor previously entered into one or more agreements relating to the provision of services and deliverables, including the agreement dated: (the "Prior Agreement"); and

WHEREAS, the parties desire to reduce to final written form the complete and final statement of deliverables, acceptance criteria and payment obligations relating to the work described herein (the "Final SOD"); and

WHEREAS, the parties intend for this Agreement to supersede and replace any conflicting provisions of earlier statements or schedules to the extent expressly stated herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means the tangible and intangible items described in Section 2 and any accepted change orders. 1.2 "Accepted" or "Acceptance" means written confirmation by Client that a Deliverable meets the Acceptance Criteria set forth in Section 3. 1.3 Terms defined elsewhere in this Agreement have the meanings given to them where used.

2. FINAL STATEMENT OF DELIVERABLES

2.1 Description. Contractor shall deliver the final work product described below (the "Deliverables"). The parties acknowledge that the Deliverables constitute the complete and final list of items for which Client will pay as set forth in this Agreement.

2.2 Delivery Schedule. All Deliverables shall be delivered in accordance with the schedule below. Target delivery milestone: . Time is of the essence with respect to the schedule unless otherwise agreed in writing.

3. ACCEPTANCE AND INSPECTION

3.1 Inspection Period. Upon delivery of each Deliverable, Client shall have a period of days to inspect and either accept or reject the Deliverable in writing. Failure to provide written rejection within the inspection period shall constitute deemed acceptance.

3.2 Acceptance Criteria. Deliverables will be accepted only if they materially conform to the specifications and functional requirements set forth in Section 2. Non-conforming Deliverables shall be returned to Contractor for correction at Contractor's expense and redelivery for re-inspection within a commercially reasonable time.

4. PAYMENT; FINAL INVOICE; RELEASE

4.1 Payment Amount. In full consideration for the Deliverables, Client shall pay Contractor the sum of: $ (the "Contract Price"), subject to adjustments for approved change orders.

4.2 Final Invoice. Contractor shall submit a final invoice within days after Acceptance of all Deliverables. Client shall pay undisputed amounts within days of receipt of the final invoice.

4.3 Release. Except for obligations expressly identified in writing as surviving payment, payment of the final invoice shall constitute a full and final release of claims by Contractor against Client arising from the Deliverables and services covered by this Agreement.

5. CHANGE ORDERS

Any changes to the Final SOD, including scope, schedule or price, must be made by a written change order signed by authorized representatives of both parties specifying the change, the adjustment to the Contract Price and any change to the delivery schedule.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing this Agreement has been duly authorized to do so, and that performance of its obligations will not violate any applicable law or third-party agreement.

Contractor warrants that the Deliverables will materially conform to the specifications in Section 2 for a period of days after Acceptance, and Contractor will, at its option, repair or replace nonconforming Deliverables at no additional charge.

7. CONFIDENTIALITY

7.1 Each party shall hold in confidence and not disclose Confidential Information of the other party, except to employees and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. "Confidential Information" excludes information that is (a) already known to the recipient without obligation of confidentiality; (b) publicly available through no fault of the recipient; or (c) required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective relief.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Unless otherwise agreed in writing, Contractor assigns to Client, upon full payment, all right, title and interest in and to the Deliverables created specifically for Client under this Agreement. Contractor retains ownership of Contractor's pre-existing materials and general know-how.

8.2 License. To the extent any Deliverable includes Contractor pre-existing materials, Contractor grants to Client a perpetual, nonexclusive, worldwide, royalty-free license to use, reproduce and modify such materials solely as incorporated in the Deliverables.

9. INDEMNIFICATION

Contractor shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of Contractor's negligence, willful misconduct, or actual infringement of a third party's intellectual property rights by the Deliverables, provided that Client gives Contractor prompt written notice of any claim and cooperates in the defense.

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or Contractor's indemnification obligations under Section 9, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the amounts actually paid by Client to Contractor under this Agreement.

11. TERM AND TERMINATION

This Agreement commences on the Effective Date and shall remain in effect until completion of all obligations under this Agreement unless earlier terminated in accordance with this Section. Either party may terminate for material breach if the other party fails to cure such breach within days after written notice.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, overnight courier, certified mail (return receipt requested), or email with confirmation to the addresses set forth below. Notice is effective upon receipt.

13. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other breach or continue in effect unless in writing and signed by the waiving party.

14. 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 instrument. Signatures delivered by electronic means or facsimile shall be binding.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. This Agreement, together with any incorporated exhibits and change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. MISCELLANEOUS

The parties acknowledge that each has read and understands this Agreement and executes it voluntarily. Headings are for convenience only and do not affect interpretation.

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