Legal Standard Clauses Template

LEGAL STANDARD CLAUSES TEMPLATE

This Legal Standard Clauses Template (the "Agreement") is made and entered into as of Effective Date: by and between Party A: located at and Party B: located at .

RECITALS

WHEREAS, Party A and Party B desire to set forth certain standard contractual provisions that allocate rights, duties and remedies between the parties in respect of their commercial relationship; and

WHEREAS, the parties intend that the provisions of this Agreement may be incorporated into other documents or agreements between the parties by reference, and that the terms contained herein shall govern the relationship to the extent incorporated; and

WHEREAS, the parties acknowledge that certain provisions herein are intended to be negotiable or may be modified by express agreement in subsequent documents as indicated in Section 14 (Amendments).

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

1. DEFINITIONS

1.1 Capitalized terms used in this Agreement shall have the meanings ascribed to them in this Section unless otherwise defined in the context in which they appear. "Confidential Information" means all non-public information disclosed by a party that is identified as confidential or that, under the circumstances surrounding disclosure, ought reasonably to be treated as confidential.

1.2 "Effective Date" means the date first written above. "Party" or "Parties" means Party A and/or Party B as applicable.

2. SCOPE

2.1 The parties agree that these Standard Clauses shall govern the allocation of rights, obligations and remedies between the parties when incorporated into a primary agreement or when expressly adopted in writing by the parties. Specific obligations, deliverables and payment terms shall be set forth in the controlling agreement into which these clauses are incorporated.

3. TERM AND TERMINATION

3.1 This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Section. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

3.2 Either party may terminate for material breach upon written notice if the breach is not cured within days after receipt of notice specifying the breach.

4. CONFIDENTIALITY

4.1 Each party shall hold the other party's Confidential Information in strict confidence, shall not disclose such information to any third party other than employees, agents or contractors with a need to know, and shall not use such information except for the purposes contemplated by this Agreement. The foregoing obligations do not apply to information that: (a) is or becomes publicly available other than as a result of a breach; (b) was rightfully known to the receiving party prior to disclosure; or (c) is required to be disclosed by law or valid order of a court or governmental authority, provided that prompt notice of any such required disclosure is given to the disclosing party to permit protective measures.

5. INTELLECTUAL PROPERTY

5.1 Unless otherwise expressly agreed in writing, each party retains all right, title and interest in and to its pre-existing intellectual property. Intellectual property created or developed solely by a party in the performance of its obligations shall be owned by the creating party. Intellectual property developed jointly shall be owned jointly subject to a separate written allocation of ownership and exploitation rights.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (b) it has the corporate power and authority to enter into and perform this Agreement; and (c) the execution and performance of this Agreement will not violate any material agreement, law or court order applicable to it.

7. INDEMNIFICATION

7.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) the Indemnifying Party's breach of this Agreement; or (b) the Indemnifying Party's negligence, willful misconduct or violation of law in connection with performance under this Agreement.

8. LIMITATION OF LIABILITY

8.1 Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations under Section 7, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for direct damages shall not exceed the total amount paid or payable by Party B to Party A under the controlling agreement during the months immediately preceding the claim.

9. INSURANCE

9.1 Each party shall maintain at its expense insurance coverage appropriate to its activities under this Agreement, including commercial general liability and professional liability insurance where applicable. Upon request, a party shall provide reasonable evidence of such insurance to the other party.

10. COMPLIANCE WITH LAWS

10.1 Each party shall comply with all applicable laws, regulations and governmental orders in performing its obligations under this Agreement, including those relating to data protection, export controls and anti-corruption.

11. ASSIGNMENT

11.1 Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement without consent to an affiliate or to a successor by merger, acquisition or sale of substantially all of its assets.

12. NOTICES

12.1 All notices, requests, consents and other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as either party may designate by notice to the other) and shall be deemed given upon delivery by hand, courier, or two (2) business days after deposit with a nationally recognized overnight courier service.

13. AMENDMENTS; WAIVER

13.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by duly authorized representatives of both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right.

14. COUNTERPARTS

14.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of laws principles. Governing Jurisdiction:

15.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and such provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

15.3 Entire Agreement. This Agreement, together with any documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

16. MISCELLANEOUS

16.1 Remedies. Except as otherwise provided in this Agreement, the rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

16.2 Relationship of Parties. The parties are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship between the parties.

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