Legal Partial Template

Legal Partial Template

This Partial Agreement (the "Agreement") is made and entered into as of the day of , by and between Client Name: with principal address:

and Provider Name: with principal address:

Recitals

WHEREAS, Party A and Party B previously entered into certain agreements and understandings between them concerning specified services, rights, and obligations; and

WHEREAS, the parties desire to document a partial allocation, partial release, or partial modification of specific rights and obligations as set forth in this Agreement without affecting other rights or obligations not expressly amended or released herein; and

WHEREAS, the parties intend that this Agreement govern the limited subject matter described below and that all other terms of prior agreements remain in full force and effect except as expressly modified herein.

Now, Therefore

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

1. Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below. "Partial Rights" means the limited rights expressly identified in Section 2. "Effective Date" means the date set forth above. "Claims" includes any demand, action, cause of action, loss, liability, damage, or expense.

2. Scope of Partial Allocation or Release

2.1 Subject to the terms and conditions of this Agreement, Party A hereby grants, assigns, transfers, or partially releases (as applicable) only the following limited rights or obligations to Party B:

2.2 The parties acknowledge and agree that the foregoing constitutes a partial and not a full assignment, release, or amendment. Except as expressly set forth in this Agreement, all other rights and obligations under prior agreements between the parties shall remain in full force and effect.

3. Term

The partial rights and obligations described in this Agreement shall commence on day of , and shall continue until day of , unless earlier terminated in accordance with Section 8.

4. Consideration and Payment

In consideration for the partial allocation or release described herein, Party B shall pay Party A the amount of in accordance with the following payment terms:

5. Representations and Warranties

Each party represents and warrants to the other that: (a) it has full corporate or individual power and authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; and (c) the execution and performance of this Agreement will not violate any law, contract, or obligation by which it is bound.

6. Confidentiality

All non-public information exchanged in connection with the negotiation and performance of this Agreement shall be maintained in confidence by the receiving party and shall not be disclosed except as required by law or with the disclosing party's prior written consent. The obligations of confidentiality shall survive termination of this Agreement for years.

7. Indemnification

Each party shall indemnify, defend, and hold harmless the other party from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of a breach of such party's representations, warranties or covenants under this Agreement or from third-party claims arising from the indemnifying party's negligence or willful misconduct in connection with the subject matter of this Agreement.

8. Termination

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination of this Agreement shall not relieve any party of obligations accrued prior to the effective date of termination.

9. Limitation of Liability

Except for liabilities arising from fraud, willful misconduct, or indemnification obligations, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, whether in contract, tort or otherwise, even if advised of the possibility of such damages.

10. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate in writing:

11. Amendment; Waiver; Counterparts

This Agreement may be amended or modified only by a written instrument executed by both parties. No waiver by either party of any breach or default shall be deemed a waiver of any subsequent breach or default. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one instrument.

12. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for any dispute arising out of or relating to this Agreement.

13. Entire Agreement; Severability

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it valid and enforceable, or if reformation is not possible, it shall be severed, and the remaining provisions shall remain in full force and effect.

Authority

Each signatory below represents and warrants that he or she is duly authorized to execute this Agreement on behalf of the party for which he or she signs and that this Agreement is binding upon that party in accordance with its terms.

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