Legal Statute Form

Legal Statute Form

This Legal Statute Form (the "Agreement") is made as of by and between Party A: (an entity of the type ) and Party B: (an entity of the type ).

RECITALS

WHEREAS, the parties desire to set forth their respective acknowledgments and obligations with respect to the statute identified below and to establish procedures for compliance, notification, enforcement and indemnification in respect of obligations arising under or as a consequence of such statute; and

WHEREAS, the parties each have authority to enter into this Agreement and to perform the duties, covenants and obligations imposed herein; and

WHEREAS, the parties intend that this Agreement shall operate in conjunction with, and to the extent applicable shall give effect to, the legal requirements set forth in the statute identified below.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and for 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 Agreement, the following terms shall have the meanings set forth below. "Statute" means the law or regulation identified as with citation . "Effective Date" means the date first written above. "Party" or "Parties" means Party A and Party B collectively or individually as the context requires.

2. STATUTORY ACKNOWLEDGMENT

Each Party hereby acknowledges that it has reviewed the provisions of the Statute identified in Section 1, understands the obligations and liabilities imposed by such Statute, and agrees that the obligations of the Parties arising under this Agreement shall be interpreted and enforced in a manner that is consistent with and gives effect to the requirements of the Statute.

3. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; and (c) to the best of its knowledge, it is in material compliance with the Statute as of the Effective Date.

4. COMPLIANCE OBLIGATIONS

Each Party shall (a) comply with all duties, recordkeeping, reporting, and notice requirements imposed by the Statute; (b) maintain and make available, upon reasonable request, records necessary to demonstrate compliance; and (c) promptly notify the other Party if it becomes aware of any noncompliance, enforcement action, or material change in the application or interpretation of the Statute that affects the rights or obligations under this Agreement. Notice of such matters shall be given in accordance with Section 9 (Notices).

5. REMEDIES AND ENFORCEMENT

In the event of a breach of this Agreement or a violation of the Statute by a Party, the non-breaching Party shall be entitled to all remedies available at law or in equity, including injunctive relief to prevent or restrain noncompliance and specific performance where appropriate. The Parties acknowledge that monetary damages may be inadequate to remedy certain breaches and that equitable relief is a particularly appropriate remedy to enforce obligations arising under the Statute.

6. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all losses, liabilities, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement or violation of the Statute. The indemnification obligations set forth in this Section shall survive termination or expiration of this Agreement.

7. CONFIDENTIALITY

To the extent that compliance with the Statute requires the exchange of information that is confidential under applicable law or a separate agreement between the Parties, the Parties shall protect such information from unauthorized disclosure and shall use the information solely for purposes consistent with this Agreement and the Statute, except as compelled by law.

8. NOTICES

All notices, demands, or communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight carrier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

9. CERTIFICATION OF AUTHORITY

Each Party certifies that the individual executing this Agreement on its behalf is duly authorized to bind such Party to the terms and conditions of this Agreement and that no further corporate or organizational action is necessary to authorize the execution and delivery of this Agreement.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the state or jurisdiction agreed by the Parties below, without regard to conflicts of law principles. The Parties hereby submit to the exclusive jurisdiction of the courts of the selected jurisdiction for the resolution of disputes under this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. If any provision of this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both Parties. No waiver of any term or condition of this Agreement shall be effective unless in writing and signed by the waiving Party. This Agreement 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.

13. ADDITIONAL INFORMATION

Sign Now