Legal Subsequent Events Document

LEGAL SUBSEQUENT EVENTS DOCUMENT

This Legal Subsequent Events Document (the "Document") is made effective as of Effective Date: by and between Client Name: and Counterparty Name: .

RECITALS

WHEREAS, the parties entered into the Original Agreement titled dated (the "Original Agreement"); and

WHEREAS, since the execution of the Original Agreement, events have occurred or facts have come to the attention of one or more parties that may constitute subsequent events affecting the rights, obligations, condition, or performance under the Original Agreement (the "Subsequent Events"); and

WHEREAS, the parties desire to record and allocate responsibilities with respect to known Subsequent Events, to set forth notification and remedial obligations, and to preserve their respective rights under the Original Agreement.

NOW, THEREFORE

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. DISCLOSURE OF SUBSEQUENT EVENTS

1.1 Description. Party declaring the event: hereby discloses the following Subsequent Event(s):

Date of occurrence (if known): . Location or jurisdiction: . Anticipated financial impact (if any): $

Materiality: Check if this Subsequent Event is material to the parties' obligations or to the financial condition of any party.

2. REPRESENTATIONS AND WARRANTIES

2.1 Each party represents and warrants to the other that, to the best of such party's knowledge after reasonable inquiry, the information disclosed in Section 1 is true and correct in all material respects as of the Effective Date and that no information known to the disclosing party has been intentionally omitted with the intent to mislead.

2.2 Each party further represents that it has the full corporate or organizational power and authority to execute and deliver this Document and to perform its obligations hereunder.

3. COVENANTS

3.1 Notification. A party that becomes aware of facts or circumstances that materially amend, supplement, or contradict the disclosures in Section 1 shall notify the other party in writing promptly, and in any event within days of discovery.

3.2 Cooperation. The parties shall cooperate in good faith to evaluate the consequences of the Subsequent Events and to take such remedial actions as may be reasonably necessary to mitigate adverse effects on the performance of the Original Agreement.

4. EFFECT ON ORIGINAL AGREEMENT

4.1 No Waiver; Modification. Except as expressly set forth in a written amendment signed by both parties, this Document does not constitute a waiver of any rights or remedies under the Original Agreement. Any amendment to the Original Agreement that arises from these disclosures shall be made in writing and executed by authorized representatives of both parties.

4.2 Accounting and Reporting. To the extent that the accounting treatment or public disclosure of any Subsequent Event is required under applicable standards or laws, the responsible party shall take all actions necessary to ensure accurate and timely reporting and shall provide reasonable assistance to the other party.

5. INDEMNIFICATION

5.1 Indemnity. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees (collectively, the "Indemnified Parties") from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from any false representation, material omission, or breach of this Document by the Indemnifying Party.

6. CONFIDENTIALITY

6.1 Confidential Information. All non-public information exchanged under or with respect to this Document, including the contents of disclosures in Section 1, shall be maintained in confidence by the receiving party and shall not be disclosed except (a) with the disclosing party's prior written consent, (b) as required by law or order of a court or competent authority, or (c) to the receiving party's legal, financial or other advisors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those herein.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Document shall be in writing and delivered to the respective addresses set forth below (or to such other address as such party designates by written notice).

8. AMENDMENTS; WAIVER; COUNTERPARTS

8.1 Amendments. This Document may be amended or modified only by a written instrument executed by authorized representatives of both parties.

8.2 Waiver. No waiver of any breach or default shall be effective unless in writing and signed by the party against whom enforcement is sought. No waiver shall constitute a waiver of any other right or any subsequent breach.

8.3 Counterparts. This Document may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means or as scanned images shall be deemed originals for all purposes.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1 Governing Law. This Document shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to principles of conflicts of law.

9.2 Entire Agreement. This Document, together with the Original Agreement to the extent 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, relating to such subject matter.

9.3 Severability. If any provision of this Document is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the original intent insofar as possible.

Sign Now