Legal Stipulations Template

LEGAL STIPULATIONS TEMPLATE

This Legal Stipulations Template (the "Agreement") is entered into as of Effective Date: by and between Party A Name: an entity of the following type: Individual Corporation/LLC organized under the laws of with principal place of business at ; and Party B Name: an entity of the following type: Individual Corporation/LLC organized under the laws of with principal place of business at .

RECITALS

WHEREAS, Party A and Party B desire to set forth certain stipulations, obligations and procedures governing the performance of specified activities and the treatment of information exchanged between them;

WHEREAS, the parties intend that the stipulations established by this Agreement shall allocate risk, establish remedies for breach, and set forth procedures for notice, dispute resolution and amendment;

WHEREAS, the parties agree that the express terms set forth herein shall govern their respective rights and obligations with respect to the subject matter of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 capitalized terms have the following meanings:

"Effective Date" means the date set forth above. "Stipulations" means the specific obligations, procedural requirements and standards set forth in Section 2 and any schedules or exhibits incorporated by reference. "Confidential Information" means non-public information disclosed by a party in written, electronic or oral form that is designated as confidential or that, by its nature, reasonably should be understood to be confidential.

2. STIPULATIONS

2.1 Scope. Each party shall perform the obligations expressly set forth in the stipulations description below and in any agreed written schedules. The parties may define specific tasks, deliverables, deadlines and performance standards as appropriate.

2.2 Performance Standards. Each party warrants that it shall perform its obligations in a professional and workmanlike manner consistent with industry standards. Deadlines and acceptance criteria, if any, shall be set forth in writing.

3. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full corporate or individual power and authority to enter into and perform this Agreement; (b) performance of this Agreement will not violate any law, rule, regulation or contractual obligation; and (c) all information provided to the other party will be true, complete and accurate in all material respects as of the date provided.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on Term Commencement Date: and shall continue until Termination Date: unless earlier terminated as provided herein.

4.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured after a cure period of days following written notice specifying the nature of the breach.

5. CONFIDENTIALITY

Each party shall maintain the confidentiality of Confidential Information of the other party using at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed except to employees, agents or contractors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those set forth herein. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

6. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of claims resulting from the Indemnitor's breach of this Agreement, negligence, willful misconduct, or violation of law.

7. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED .

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic mail with confirmation of receipt to the addresses set forth below or to such other address as a party may designate by notice. Notices shall be effective upon receipt.

9. AMENDMENTS

This Agreement may be amended only by a written instrument signed by duly authorized representatives of both parties. No oral modification shall be effective.

10. WAIVER

The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of that right or remedy or any other right or remedy.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits expressly incorporated herein, 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 written or oral.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

14. COUNTERPARTS

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. Execution and delivery by electronic means shall be binding.

15. MISCELLANEOUS

15.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations hereunder. 15.2 Third-Party Beneficiaries. No person other than the parties and their permitted successors and assigns shall have any right to enforce any provision of this Agreement. 15.3 Attorneys' Fees. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

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