Legal Sign Off Form

LEGAL SIGN OFF FORM

This Legal Sign Off Form (the "Form") is made effective as of Effective Date: , by and between Client Name: , Entity Type: Individual Corporation LLC, with principal address , and Contractor Name: , Entity Type: Individual Corporation LLC, with principal address .

RECITALS

WHEREAS, Client has requested Contractor to perform services and produce certain deliverables described herein (the "Deliverables") for the project titled ; and

WHEREAS, Contractor has provided to Client drafts, materials, and final work identified as Deliverables and Client requires a formal documented acceptance and legal sign off for the Deliverables; and

WHEREAS, the parties desire to set forth the terms, conditions, and procedures by which the Deliverables shall be reviewed, accepted, or rejected and to memorialize the legal sign off for records and potential audits.

NOW, THEREFORE

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

1. DEFINITIONS

For purposes of this Form, the following terms have the following meanings: "Acceptance" means the written confirmation by Client that the Deliverables meet the Acceptance Criteria set forth in Section 4. "Acceptance Criteria" means the objective, measurable standards for review and sign off described in this Form and in the attached Deliverable Summary. "Deliverables" means the tangible outputs delivered by Contractor described in Deliverable Summary.

2. DELIVERABLE SUMMARY

3. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into and perform its obligations under this Form, that the execution and delivery of this Form have been duly authorized by all necessary corporate or other action, and that this Form constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

Contractor warrants that, as of the Effective Date, the Deliverables provided to Client shall materially conform to the requirements set forth in the Deliverable Summary and the Acceptance Criteria and shall be free from material defects in design and workmanship for a period specified in any underlying agreement between the parties.

4. ACCEPTANCE PROCEDURE AND CRITERIA

Client shall have a review period of business days from receipt of the Deliverables to inspect and either accept or reject the Deliverables. Acceptance shall be evidenced by Client's written Notice of Acceptance delivered in accordance with Section 9.

If Client rejects the Deliverables, Client shall provide a written statement of deficiencies and Contractor shall have a commercially reasonable period, not to exceed business days, to correct such deficiencies. Re-submitted Deliverables will again be subject to the review period above.

5. CONFIDENTIALITY

Each party shall treat as Confidential Information all non-public information disclosed in connection with this Form and the Deliverables. Confidential Information shall not be disclosed to third parties except as required by law or as necessary to perform this Form. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims arising out of its breach of this Form, gross negligence, or willful misconduct. Except for breaches of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, punitive or special damages. The aggregate liability of each party for any claim arising under this Form shall not exceed the total fees paid for the Deliverable to which the claim relates, unless otherwise agreed in a separate written agreement.

7. CHANGE ORDERS

Any changes to the Deliverables, Acceptance Criteria, pricing or schedule shall be made only by written Change Order signed by authorized representatives of both parties. Until a Change Order is executed, the existing terms and Acceptance Criteria remain in force.

8. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the applicable party at the address set forth below (or to such other address as that party may designate by notice).

9. AMENDMENTS; WAIVER; SEVERABILITY; ENTIRE AGREEMENT

This Form may be amended or modified only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions.

10. GOVERNING LAW; COUNTERPARTS

This Form shall be governed by and construed in accordance with the laws of the jurisdiction selected below without regard to conflict of law principles. This Form 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.

CERTIFICATION AND AUTHORIZATION

Each signatory below certifies that he or she is authorized to sign on behalf of the party for which they sign, that they have reviewed the Deliverables and the Acceptance Criteria, and that execution of this Form constitutes acceptance of the terms herein for the applicable party. The parties acknowledge that this Form is intended to create a binding legal obligation upon execution.

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