Legal Sign Off Letter

LEGAL SIGN OFF LETTER

This Legal Sign Off Letter (the "Letter") is entered into as of Effective Date: by and between Client Name: with address (hereinafter "Client"), and Contractor Name: with address (hereinafter "Contractor"). Client and Contractor are collectively referred to as the "Parties."

RECITALS

WHEREAS, Contractor has performed certain services and delivered certain work product described below to Client pursuant to the parties' prior agreement and related statements of work; and

WHEREAS, Client desires to provide formal acceptance and final sign off for the specified deliverables upon the terms and conditions set forth in this Letter; and

WHEREAS, the Parties intend by this Letter to confirm final acceptance, payment adjustments (if any), and release of claims related to the specified deliverables.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Letter, "Deliverables" means the tangible and intangible items described in Section 2 below and any documentation, source files, designs, reports, or other items expressly delivered by Contractor to Client under the underlying engagement.

2. DELIVERABLES AND ACCEPTANCE

Description of Deliverables:

Client confirms that the Deliverables have been reviewed in accordance with the acceptance criteria set forth in the applicable statement of work and, as of Acceptance Date: , the Deliverables are hereby accepted and approved for all purposes under the underlying agreement.

Client Acceptance Confirmation: I confirm final acceptance of the Deliverables.

3. FINAL PAYMENT

Upon execution of this Letter and Client's acceptance of the Deliverables, Client shall pay Contractor the Final Payment Amount of $ in full satisfaction of all fees due for the Deliverables, subject only to any retained amounts expressly stated in the underlying agreement. Final Payment shall be made within days of receipt of an undisputed invoice referencing this Letter.

4. RELEASE AND WAIVER

Subject to payment in full of the Final Payment Amount and except for latent defects, fraud, or willful misconduct, Client releases and forever discharges Contractor and its affiliates, officers, directors, employees and agents from all claims, liabilities, demands and causes of action of any kind arising out of or relating to the Deliverables delivered prior to the Acceptance Date. This release does not affect any rights or obligations that by their nature survive termination or expiration of the parties' underlying agreement.

5. REPRESENTATIONS AND WARRANTIES

Contractor represents and warrants that (a) it has the full right, power and authority to deliver the Deliverables and grant the licenses and assignments required by the underlying agreement; (b) the Deliverables do not infringe any valid third-party intellectual property rights except as disclosed in writing to Client prior to the Acceptance Date; and (c) the Deliverables substantially conform to the specifications set forth in the applicable statement of work at the time of delivery.

Client represents and warrants that it has the authority to enter into this Letter and that acceptance and payment as provided herein will not violate any material agreement with a third party.

6. CONFIDENTIALITY

All Confidential Information disclosed by either Party in connection with the Deliverables shall remain subject to the confidentiality obligations of the underlying agreement. Nothing in this Letter shall be construed to permit the disclosure or use of Confidential Information beyond the scope already authorized by the parties' existing confidentiality provisions.

7. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claim arising out of its breach of representation, warranty or covenant in this Letter or from its gross negligence or willful misconduct in connection with the Deliverables.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Letter shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by notice in accordance with this section.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Letter may be amended or modified only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right under this Letter shall operate as a waiver of that right. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles.

11. ENTIRE AGREEMENT

This Letter, together with the underlying agreement and any incorporated statements of work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating to such subject matter.

12. SEVERABILITY

If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect, the remainder of this Letter 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.

13. MISCELLANEOUS

The Parties acknowledge that they have had the opportunity to seek independent legal advice and that they enter into this Letter voluntarily. Headings are for convenience only and do not affect interpretation.

Additional Comments or Reservations:

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