Legal H2H Promise Agreement

Legal H2H Promise Agreement

This H2H Promise Agreement ("Agreement") is entered into as of by and between , having a principal address at (hereinafter "Promisor"), and , having a principal address at (hereinafter "Promisee"). Promisor and Promisee are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Promisor possesses certain non-contractual personal commitment, expertise, or service capacity and desires to make a human-to-human promise to Promisee concerning the matters described herein; and

WHEREAS, Promisee desires to rely upon and accept the Promisor's promise on the terms set forth in this Agreement and intends to provide consideration as described below; and

WHEREAS, the Parties intend that this Agreement memorialize the Parties' mutual expectations, performance standards, and remedies in the event of non-performance.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. "Promise" means the specific commitment made by Promisor as described in Section 2. "Consideration" means the benefit to be received by Promisor from Promisee for the Promise as described in Section 3. Other capitalized terms used in this Agreement shall have the meanings ascribed to them where first used.

2. PROMISE

Promisor hereby unconditionally promises to perform the following:

The Promise shall be performed with reasonable care and in good faith consistent with applicable professional or personal standards described in Section 5.

3. CONSIDERATION

In exchange for the Promise, Promisee shall provide to Promisor the following consideration, the receipt and sufficiency of which the Parties acknowledge:

If monetary consideration is provided, specify amount: $

4. TERM AND TERMINATION

The obligations under this Agreement commence on and shall terminate on unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach with reasonable particularity.

5. PERFORMANCE STANDARDS

Promisor shall perform the Promise in a timely and diligent manner consistent with standard practices in the relevant context. The Parties agree the minimum performance standards are:

6. CONFIDENTIALITY

The Parties acknowledge that certain information disclosed in connection with the Promise may be confidential. Each Party agrees to hold Confidential Information in strict confidence and not to disclose such information except as required by law. The confidentiality obligation shall survive termination of this Agreement for years.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has the full right, power, and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement does not violate any other agreement to which it is a party; and (c) there are no pending legal actions that would prevent performance of the Promise.

8. REMEDIES AND LIMITATION OF LIABILITY

In the event of a material breach by Promisor, Promisee shall be entitled to equitable relief including injunctive relief and specific performance, and to recover reasonable actual damages. Except for claims arising from willful misconduct or gross negligence, neither Party's aggregate liability for all claims under this Agreement shall exceed $ .

9. NOTICES

Promisor Notice Address:

Promisee Notice Address:

All notices under this Agreement must be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier, and are effective upon receipt.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. Waiver of any breach or failure to enforce any provision of this Agreement shall not constitute a waiver of any other right. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

Each Party acknowledges that it has had the opportunity to seek independent advice regarding this Agreement and that the terms hereof are the product of negotiations between the Parties. Headings are for convenience only and will not affect interpretation.

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