Legal Sign Off Document

LEGAL SIGN OFF DOCUMENT

This Legal Sign Off Document (the "Sign Off") is entered into as of Effective Date: by and between Party A: with principal address at , and Party B: with principal address at .

Recitals

WHEREAS, Party A and Party B entered into one or more agreements, purchase orders, statements of work, or similar instruments under which Party B was to deliver certain goods, services, or work product (collectively, the "Deliverables");

WHEREAS, Party A conducted a review of the Deliverables and has provided to Party B any written observations or defect lists set forth in the Exceptions section below; and

WHEREAS, the Parties desire to document final acceptance, any agreed exceptions, and the legal effect of such acceptance on remaining obligations and remedies.

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

1. Definitions

For purposes of this Sign Off: "Accept" or "Acceptance" means the written acknowledgment by Party A that the Deliverables conform in all material respects to the applicable specification or statement of work, subject only to any express Exceptions listed herein; "Acceptance Date" means the date set forth in Section 2; "Services" means any consulting, installation, configuration or related work performed by Party B.

2. Deliverables and Acceptance

The Deliverables subject to this Sign Off are described as follows (collectively, the "Deliverables"). Upon execution of this Sign Off by both Parties, the Deliverables that conform to the description below shall be deemed accepted except to the extent expressly reserved in Section 3.

Acceptance Date: . If no date is entered, Acceptance Date shall be the date of the last signature to this Sign Off.

3. Exceptions and Reserved Rights

Party A hereby documents the following exceptions, defects, or incomplete items that are excluded from Acceptance and remain subject to correction by Party B in accordance with any cure or remediation schedule set forth below.

4. Effect of Acceptance

Except for the Exceptions expressly listed in Section 3, Acceptance constitutes final acceptance of the Deliverables for purposes of payment, warranty commencement, and performance milestones. Party A's Acceptance shall not relieve Party B of any continuing obligations to correct latent defects or otherwise to comply with express warranty provisions, provided that Party A gives notice of such defects promptly upon discovery.

5. Representations and Warranties

Each Party represents and warrants that: (a) it has the full corporate or legal power and authority to enter into and perform this Sign Off; (b) the individual signing on its behalf is authorized to bind that Party; and (c) execution of this Sign Off does not violate any material obligation to a third party.

6. Indemnification and Limitation of Liability

Each Party shall indemnify, defend and hold the other harmless from third-party claims arising from its breach of this Sign Off, negligence, or willful misconduct. Except for claims for willful misconduct or a Party's indemnity obligations, neither Party's aggregate liability arising from or related to this Sign Off shall exceed the total fees paid or payable for the Deliverables under the underlying agreement.

7. Confidentiality

The Parties shall continue to treat as Confidential Information any information designated as confidential under the underlying agreement. No disclosure of the Deliverables, Acceptance terms, or Exceptions shall be made to third parties except as required by law or as otherwise permitted under the underlying confidentiality provisions.

8. Notices

All notices required or permitted under this Sign Off shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate in writing).

9. Amendments; Waiver

This Sign Off may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Sign Off will operate as a waiver of that right.

10. Counterparts

This Sign Off may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Signatures delivered by electronic transmission shall be effective as originals.

11. Governing Law; Entire Agreement; Severability

This Sign Off shall be governed by and construed in accordance with the laws chosen under the underlying agreement. This Sign Off, together with the underlying agreement and any incorporated documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Sign Off is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Authority to Sign

Each individual signing below represents and warrants that he or she is duly authorized to execute this Sign Off on behalf of the Party for whom he or she signs and that such Party agrees to be bound thereby.

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