Legal GMS Resolution Agreement

Legal GMS Resolution Agreement

This Legal GMS Resolution Agreement (the Agreement) is made and entered into as of Effective Date: by and between Party A: , a organized under the laws of , with principal place of business at ; and Party B: , a organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, Party A and Party B have been engaged in matters related to the Governance Management System and associated agreements, records, and claims ("GMS Matters"), including certain disputes, contractual obligations and operational transitions between the parties; and

WHEREAS, the parties desire to resolve their respective claims, obligations and disputes concerning the GMS Matters on the terms and conditions set forth in this Agreement and to document the steps for implementation and mutual releases; and

WHEREAS, the parties intend that this Agreement constitute a final and binding resolution of all matters described herein subject to the express terms, exceptions and limited reservations set forth below.

NOW, THEREFORE, in consideration of the mutual covenants set forth below 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, the following terms shall have the meanings ascribed to them: "GMS Matters" means all matters, disputes, agreements, records, claims, demands and liabilities between the parties related to governance, management, service delivery, licensing or other aspects of the Governance Management System described in the recitals. "Effective Date" means the date set forth above in the opening paragraph.

2. RESOLUTION TERMS

2.1 Mutual Obligations. Subject to the terms of this Agreement, each party agrees to take the actions expressly set forth in this Section 2 and to refrain from instituting or continuing any litigation, arbitration or administrative proceeding asserting claims arising out of the GMS Matters, except as expressly preserved in Section 4. Each party shall cooperate in good faith to implement the transition, transfer or cessation activities identified in this Agreement.

2.2 Specific Deliverables. Party A shall deliver to Party B the deliverables and documentation described as follows: within the Implementation Period specified in Section 5.

3. CONSIDERATION

3.1 Payment. In exchange for the promises set forth in this Agreement, Party B shall pay to Party A the sum of (the Consideration) in accordance with the schedule set forth below.

4. RELEASES AND EXCEPTIONS

4.1 Mutual Release. Subject to the exceptions in Section 4.2 and the representations in Section 7, upon full performance of the obligations set forth herein and receipt of the Consideration, each party hereby releases, acquits and forever discharges the other party and its affiliates, agents, officers, directors and employees from any and all claims, demands, causes of action, liabilities, costs and expenses, known or unknown, arising out of or relating to the GMS Matters through the Effective Date, except as otherwise expressly reserved in this Agreement.

4.2 Reserved Claims. Notwithstanding the release in Section 4.1, the parties expressly reserve claims for fraud, criminal conduct, tax obligations, obligations that by their terms survive settlement, and breaches of this Agreement.

5. IMPLEMENTATION AND TIMELINE

The parties shall complete the implementation activities described in Section 2.2 no later than (Implementation Deadline). If performance requires reasonable extensions, the parties shall document any agreed extension in writing signed by authorized representatives of both parties.

6. CONFIDENTIALITY

6.1 Confidential Information. The parties acknowledge that the discussions, terms and documents exchanged in connection with this Agreement constitute Confidential Information and shall be maintained in strict confidence, except as required by law or as necessary to effectuate the terms of this Agreement. Each party shall use at least the same degree of care in protecting the other party's Confidential Information as it uses to protect its own confidential materials, but in no event less than reasonable care.

6.2 Permitted Disclosures. Permitted disclosures include communications to legal or tax advisors, to a party's auditors, or as required by a final order of a court of competent jurisdiction, provided that the disclosing party provides prompt written notice to the non-disclosing party where legally permissible.

7. REPRESENTATIONS AND WARRANTIES

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

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any third party claim that results from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that jurisdiction for resolution of disputes arising under this Agreement, subject to any mandatory jurisdictional requirements for enforcement.

12. SEVERABILITY; ENTIRE AGREEMENT

If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the parties' original intent. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13. MISCELLANEOUS

The parties agree to cooperate and execute such further documents and take such further actions as are reasonably necessary to effectuate the terms and intent of this Agreement. Headings in this Agreement are for convenience only and shall not affect interpretation.

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