Legal Sign Off Agreement

LEGAL SIGN OFF AGREEMENT

This Legal Sign Off Agreement ("Agreement") is made and entered into as of by and between Party A: with principal place of business at , and Party B: with principal place of business at .

RECITALS

WHEREAS, Party A has provided or will provide certain deliverables, services, or products described as (the "Deliverables");

WHEREAS, Party B has reviewed, tested, or otherwise evaluated the Deliverables in accordance with the acceptance criteria set forth in this Agreement and required approvals; and

WHEREAS, the parties desire to record the terms upon which final acceptance, sign-off and any associated transfer of ownership, release or closeout shall occur.

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

1. DEFINITIONS

1.1 "Acceptance" means the written confirmation by Party B in the form of an executed sign-off described in Section 2 that the Deliverables satisfy the Acceptance Criteria and are accepted for all purposes under this Agreement.

1.2 "Acceptance Criteria" means the objective, measurable criteria set forth in Section 4 by which Party B will determine whether the Deliverables conform in all material respects to the requirements.

2. ACCEPTANCE AND SIGN-OFF

2.1 Procedure. Party B shall perform acceptance testing and, if the Deliverables meet the Acceptance Criteria, shall provide written notice of Acceptance by executing this Agreement at the signature block. Acceptance shall be deemed final when Party B executes the signature block below, which shall constitute a final sign-off and approval of the Deliverables.

2.2 Conditional Sign-Off. If Party B signs with written exceptions or reservations noted in Section 4.4, such sign-off shall be treated as a conditional acceptance limited to the scope of those exceptions. All remaining items shall remain subject to remediation by Party A.

3. DELIVERABLES

3.1 Description. The Deliverables consist of the items, documents, and materials described in the project documentation and summarized as:

3.2 Transfer of Title. Unless otherwise agreed in writing, upon Acceptance and receipt of any outstanding payments due, Party A hereby assigns and transfers to Party B all right, title and interest in and to the Deliverables to the extent transferable under applicable law, subject to any preexisting third-party rights and licenses expressly reserved in writing.

4. ACCEPTANCE CRITERIA, TESTING, AND DEFECTS

4.1 Criteria. The Acceptance Criteria shall include the following objective measures: conformance to specifications, successful execution of identified test cases, and resolution of critical defects. Party B shall specify required test cases and pass/fail thresholds as follows:

4.2 Testing Period. Party B shall have a testing period of from delivery to perform acceptance testing.

4.3 Defect Resolution. Defects identified during testing shall be documented by Party B and delivered to Party A. Party A shall use commercially reasonable efforts to correct or remediate defects within a mutually agreed schedule. Corrections shall be subject to the same Acceptance Criteria.

4.4 Exceptions. Party B may attach a written list of exceptions or reservations to the signature page. Any exceptions shall be set forth in the field below and will be deemed to limit the scope of Acceptance to the extent explicitly listed.

5. EFFECT OF SIGN-OFF

5.1 Finality. Except for latent defects or fraud, the execution of the sign-off contained in this Agreement by Party B shall constitute final acceptance and shall preclude Party B from asserting any claim for failure to meet the agreed Acceptance Criteria for the Deliverables as of the date of sign-off.

5.2 Release. Upon Acceptance, Party B releases Party A from any claims, demands, or causes of action arising out of or related to the performance of work and Deliverables that were subject to the Acceptance, except for claims expressly reserved at signing.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, that execution will not violate any other agreement, and that the person signing has authority to bind the party.

6.2 Deliverable Warranty. Party A warrants that, for a period of following Acceptance, the Deliverables will materially conform to the specifications and be free from defects in workmanship. This warranty does not cover defects resulting from modification by Party B or third parties.

7. CONFIDENTIALITY

7.1 Each party shall maintain in confidence all Confidential Information received from the other and shall not disclose such information except as necessary to perform under this Agreement or as required by law. Confidential Information shall not include information that is or becomes publicly available other than by breach of this Agreement.

8. INDEMNIFICATION

8.1 Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and aggregate direct damages shall be limited to the total amount actually paid by Party B to Party A under the agreement giving rise to the Deliverables.

10. NOTICES

Notices to Party A

Notices to Party B

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

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

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the fullest extent permitted by law.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties. No waiver shall be effective unless in writing.

14.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective to bind the signing party.

15. EXECUTION

The individuals signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

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