Legal Terms and Conditions Approval Document

LEGAL TERMS AND CONDITIONS APPROVAL DOCUMENT

This Legal Terms and Conditions Approval Document ("Agreement") is entered into as of Effective Date: by and between Party A: , an entity organized as , with principal place of business at , and Party B: , an entity organized as , with principal place of business at .

RECITALS

WHEREAS, Party A and Party B have engaged in discussions and have reached agreement concerning certain terms and conditions governing the provision, use, or exchange of goods, services, or confidential information as described herein; and

WHEREAS, the Parties wish to document formal approval of those specific terms and conditions and to set forth the rights, obligations, and remedies of the Parties in connection with such approval;

WHEREAS, the Parties intend that this Agreement constitute a binding written record of that approval and shall be relied upon by each Party in performing its obligations under the approved terms.

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

1. Definitions

1.1. In this Agreement capitalized terms have the meanings set forth in this Section. "Approved Terms" means the specific obligations, pricing, schedules, deliverables and other provisions that the Parties have approved and that are summarized in the Approved Terms Summary field below.

2. Approval and Binding Effect

2.1. Each Party hereby expressly approves and accepts the Approved Terms summarized above and warrants that the signatory executing this Agreement on its behalf is authorized to bind that Party. Upon execution by both Parties, the Approved Terms shall become binding obligations of the Parties and incorporated into this Agreement by reference.

2.2. If any inconsistency exists between this Agreement and any pre-existing document specifically referenced in the Approved Terms Summary, the specific provisions set forth in the Approved Terms Summary shall govern to the extent necessary to effectuate the Parties' mutual intent to approve those provisions.

3. Term and Effective Date

3.1. This Agreement shall become effective on the Effective Date set forth above and shall continue in full force and effect for the period of unless earlier terminated in accordance with Section 9.

4. Obligations of the Parties

4.1. Each Party shall perform its obligations described in the Approved Terms in a professional and timely manner consistent with industry practice. Performance schedules, acceptance criteria, and delivery obligations shall be as set forth in the Approved Terms Summary unless expressly modified in writing and signed by both Parties.

4.2. Each Party shall maintain records sufficient to demonstrate performance under the Approved Terms and shall provide such records to the other Party upon reasonable request for purposes of verifying compliance.

5. Representations and Warranties

5.1. Each Party represents and warrants that: (a) it has full corporate or legal power and authority to enter into and perform this Agreement; (b) this Agreement, when executed, will constitute a valid and binding obligation enforceable against it in accordance with its terms; and (c) the execution and performance of this Agreement will not violate any agreement to which it is a party.

6. Confidentiality

6.1. Each Party agrees that all information marked or identified as confidential, and other information that by its nature ought reasonably to be regarded as confidential, that is disclosed in connection with the Approved Terms shall be held in strict confidence and used only for the purposes of performing obligations under this Agreement. The receiving Party shall not disclose such Confidential Information except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

7. Indemnification

7.1. Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the "Indemnitees") from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor’s breach of this Agreement, negligence, or willful misconduct.

8. Limitation of Liability

8.1. Except for liability arising from a Party's gross negligence, willful misconduct, or fraudulent act, and except for indemnification obligations under Section 7, neither Party shall be liable to the other for consequential, incidental, special or punitive damages, and each Party's aggregate liability under this Agreement shall not exceed the amounts actually paid or payable under the Approved Terms during the twelve (12) month period preceding the claim.

9. Notices

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

10. Amendments; Waiver

10.1. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by both Parties. No waiver by either Party of any breach shall constitute a waiver of any subsequent breach.

11. Governing Law

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

12. Entire Agreement

12.1. This Agreement, together with the Approved Terms Summary set forth above, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13. Severability

13.1. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith an enforceable substitute provision that, to the greatest extent possible, effects the original intent of the Parties.

14. Counterparts

14.1. 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. Electronic signatures and facsimile or electronic copies of signatures shall be deemed to be original signatures for all purposes.

Acknowledgment

By signing below, each Party certifies that the individual signing on its behalf is authorized to bind that Party to the terms and conditions set forth in this Agreement and the Approved Terms Summary above.

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