Legal Mandatory Document

LEGAL MANDATORY DOCUMENT

This Legal Mandatory Document (the "Agreement") is made and entered into as of by and between , hereinafter referred to as "Party A", and , hereinafter referred to as "Party B".

RECITALS

WHEREAS, Party A provides certain services, processes, technologies or materials that are essential to Party B's operations and Party B requires mandatory compliance with specified obligations in connection therewith; and

WHEREAS, the parties desire to set forth in this Agreement the mandatory disclosures, compliance requirements, confidentiality protections, audit rights and remedies applicable to the relationship between them; and

WHEREAS, the parties intend that performance and enforcement of the obligations in this Agreement shall be mandatory and binding upon their respective successors and permitted assigns.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, technical data, trade secrets, customer lists, pricing and financial information.

1.2 Terms defined elsewhere in this Agreement shall have the meanings ascribed to them where used.

2. MANDATORY OBLIGATIONS

2.1 Each party shall comply with all applicable federal, state and local laws, rules and regulations in the performance of its obligations under this Agreement. Party A shall perform the mandatory activities described in the Statement of Mandatory Obligations attached hereto or set forth in the field below.

2.2 The parties acknowledge that the obligations described in this Agreement are mandatory and that failure to perform such obligations shall constitute a material breach entitling the non-breaching party to all remedies available at law or in equity, including specific performance where appropriate.

3. CONFIDENTIALITY

3.1 Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement.

3.2 The obligations in this Section shall survive termination of this Agreement for a period of years unless a longer period is required by applicable law.

4. RECORDKEEPING AND AUDIT

4.1 Each party shall maintain complete and accurate records relating to the performance of its obligations under this Agreement. Upon reasonable notice, the non-requesting party shall permit the requesting party, or an independent auditor engaged by the requesting party, to inspect such records during normal business hours for the purpose of verifying compliance. Audit rights shall be limited to no more than times per calendar year unless justified by material breach.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full power and authority to enter into and perform this Agreement; and (c) execution and performance of this Agreement will not violate any other agreement or legal obligation to which it is subject.

6. TERM AND TERMINATION

6.1 This Agreement shall commence on the effective date set forth above and shall continue for a period of years, unless earlier terminated as provided herein.

6.2 Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

7. REMEDIES; INJUNCTIVE RELIEF

7.1 The parties agree that any breach of Sections 2 or 3 will cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedy available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to prevent or curtail any actual or threatened breach.

8. INDEMNIFICATION

8.1 Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's breach of this Agreement, negligence or willful misconduct.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.

10. NOTICES

10.1 All notices, requests, demands and other communications shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may specify by notice to the other party in accordance with this Section.

11. AMENDMENTS; WAIVER; SEVERABILITY

11.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right.

11.2 If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic intent.

12. GOVERNING LAW; ENTIRE AGREEMENT; COUNTERPARTS

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

12.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

12.3 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 deemed to have the same force and effect as original signatures.

13. MISCELLANEOUS

13.1 Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets or other change of control so long as the assignee assumes all obligations hereunder.

13.2 Independent Contractors: The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture or employment relationship between them.

Sign Now