Legal Fix List Sign Off

LEGAL FIX LIST SIGN OFF

This Legal Fix List Sign Off (the Agreement) is entered into as of by and between Client Name: with a primary address at ("Client"), and Provider Name: with a primary address at ("Provider").

RECITALS

WHEREAS, Client and Provider previously executed one or more agreements under which Provider delivered goods, services, documentation or software requiring corrections or adjustments (the Deliverables); and

WHEREAS, the parties have prepared a list of required corrections and adjustments (the Fix List) identifying specific items, acceptance criteria, and target completion dates for each item; and

WHEREAS, the parties desire to record Provider's completion of the Fix List items, the Client's acceptance procedure, and the remedies and certification applicable to the Fix List work.

NOW, THEREFORE

In consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Fix" means any correction, modification, patch, amendment or other remedial action identified in the Fix List intended to bring the Deliverables into material compliance with the applicable specifications or contractual standards.

1.2 "Fix List" means the written listing of Fix items attached or described in Section 2 below, including item descriptions, acceptance criteria and the targeted completion date for each item.

2. FIX LIST DESCRIPTION

2.1 Provider shall perform the fixes set forth in the Fix List. The parties acknowledge that the following description is the operative Fix List for purposes of this Agreement and supersedes any prior lists relating to the same Deliverables.

3. SCOPE, SCHEDULE AND PERFORMANCE

3.1 Provider shall perform each Fix in a professional manner consistent with industry standards applicable to the Deliverables. Provider shall use personnel with appropriate skill and experience.

3.2 Target Completion Date for the Fix List overall:

3.3 If Provider anticipates any delay exceeding five (5) Business Days from a stated target completion date, Provider shall promptly notify Client in writing and propose a revised schedule. Client's written approval is required for any revised schedule to be binding.

4. COMPLETION, TESTING AND ACCEPTANCE

4.1 Upon completion of each Fix, Provider shall deliver written notice of completion to Client and provide any necessary documentation, test results, or instructions to permit Client to verify the Fix against the acceptance criteria.

4.2 Client shall have a period of days from receipt of Provider's notice for each Fix to perform acceptance testing in accordance with the stated acceptance criteria. If Client fails to provide a written rejection specifying nonconformities within that period, the Fix shall be deemed accepted.

5. CERTIFICATION OF COMPLETION

5.1 Provider certifies that, as of Provider's signature below, the Fix List items described in Section 2 have been completed in accordance with the acceptance criteria, except for any items expressly noted as outstanding in the Provider Completion Notes field below.

All fixes completed and submitted for acceptance
Partial completion; remaining items described above

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Provider represents and warrants that all Fixes delivered under this Agreement will (a) materially conform to the documented acceptance criteria for each listed item; (b) be free from material defects in workmanship and materials for a period of days from acceptance; and (c) not knowingly infringe any third party intellectual property rights.

6.2 Client represents that it has provided Provider with reasonable access to information, environments, and personnel necessary for Provider to complete the Fix List, as set forth in the underlying agreement between the parties.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Provider shall indemnify, defend and hold Client harmless from all losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising from Provider's breach of its representations, warranties or obligations under this Agreement, except to the extent such losses result from Client's gross negligence or willful misconduct.

7.2 Except for breaches of confidentiality, willful misconduct, or Provider's indemnification obligations under Section 7.1, neither party will be liable to the other for consequential, incidental, punitive or special damages arising out of this Agreement.

8. REMEDIES FOR FAILURE TO PERFORM

8.1 If Provider fails to achieve completion of an agreed Fix by its agreed target date and fails to cure such breach within ten (10) Business Days after written notice from Client, Client may, in addition to any other remedies, (a) withhold payment otherwise due under the underlying agreement in an amount reasonably related to the nonconforming Fix; or (b) engage a third party to perform the required Fix, with Provider responsible for reasonable and documented third-party costs incurred by Client.

9. NOTICES

9.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or as otherwise designated in writing by the parties. Notices sent by certified mail or nationally recognized overnight courier shall be deemed given upon receipt.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the specified jurisdiction for resolution of disputes.

11. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

11.1 This Agreement, together with the Fix List described in Section 2 and any referenced documents, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

11.2 If any provision of this Agreement is determined to be invalid or unenforceable, such determination shall not affect the remaining provisions, which shall remain in full force and effect.

11.3 No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by authorized representatives of both parties.

12. COUNTERPARTS; EXECUTION

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. Facsimile or electronic signatures shall be treated as originals for all purposes.

The parties hereby acknowledge that they have read and understood this Agreement and agree to be bound by its terms as of the date first written above.

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