Base Agreement

This [AGREEMENT NAME] is made on [AGREEMENT DATE][ (the "Effective Date")] between [PARTY A NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at/a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS] (the "[PARTY B ABBREVIATION]").




The parties agree as follows (the capitalized terms used in this agreement, in addition to those above, being defined in section 19 (Definitions)):

1. Bargain

1.1. Purpose [etc.]

2. Key Terms


2.2. Initial Term: [INITIAL TERM]

2.3. Renewal Terms: [RENEWAL TERM]

2.4. Start Date: [START DATE]


3. Payment Obligations

3.1. Invoices. The [PARTY A] shall invoice the [PARTY B] monthly for all fees and other amounts that the [PARTY B] owes under this agreement. The [PARTY B] shall pay the invoice amounts within [30] days of the invoice date.

3.2. Payment Net of Taxes. All payments owed by the [PARTY B] are exclusive of taxes. The [PARTY B] shall pay, and the [PARTY A] shall collect and remit, any taxes payable.

3.3. Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by law, whichever is less.

4. Term

4.1. Initial Term. The initial term of this agreement will begin on [TERM START DATE] and end on [TERM END DATE], unless terminated earlier.

4.2. Renewal Terms. Following the initial term, this agreement will automatically renew for successive [RENEWAL TERM PERIODS] terms, unless terminated earlier. If a party elects not to renew this agreement, that party shall provide Notice of that intention to the other party at least [NON-RENEWAL NOTICE PERIOD] days before the renewal date.

5. Representations

5.1. Existence. The [PARTY B] is a corporation incorporated and existing under the laws of the jurisdiction of its incorporation.

5.2. Power and Capacity. The [PARTY B] has the corporate power and capacity to carry on business, to own properties and assets, and to sign and perform its obligations, under this agreement.

5.3. Authorization. The [PARTY B] has taken all necessary corporate action to authorize its signature of, and the performance of its obligations under, this agreement.

5.4. Execution and Delivery. The [PARTY B] has duly executed and delivered this agreement.

5.5. Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the [PARTY B] in accordance with its terms.

5.6. No Breach. The [PARTY B]'s execution, delivery, and performance of its obligations under this agreement do not and will not breach or result in a default under

(a) [its articles, by-laws, or any unanimous shareholders agreement,

(b) any Law to which it is subject,

(c) any judgment, order, or decree of any Governmental Authority to which it is subject, or]

(d) any agreement to which it is a party or by which it is bound.

5.7. No Conflicts. The [PARTY B] is under no restriction or obligation that may affect the performance of its obligations under this agreement.

5.8. Bankruptcy, etc. Neither the [PARTY B] nor, to its knowledge, any other Person has taken or authorized any proceedings relating to the [PARTY B]'s bankruptcy, insolvency, liquidation, dissolution, or winding up.

5.9. [Permits, Consents, and Other Authorizations. The [PARTY B] holds all permits and other authorizations necessary to own, lease, and operate its properties and to conduct its business as it is now carried on.]

6. [PARTY B]'s Warranty

6.1. Warranty. The [PARTY A] warrants to the [PARTY B] that it provides the [Products / Services] to the [PARTY B] on an "as is" basis.

6.2. Disclaimer. The [PARTY A] makes no other warranty of any kind, whether express, implied, statutory, or otherwise. The [PARTY A] will not be liable for any implied warranties (including, to the maximum extent permitted by applicable Law, any warranties of merchantability or fitness for a particular purpose).

7. [PARTY B]'s Acknowledgements

7.1. Acknowledgement of Contract Terms. The [PARTY B] acknowledges that he or she

(a) has read this agreement,

(b) understands its terms,

(c) has had the opportunity to consult[ and has consulted] with independent legal counsel, and

(d) has signed this agreement voluntarily.]

8. Conditions

8.1. [Condition 1]

9. Confidentiality

9.1. Confidentiality Obligations. During the period starting on the Effective Date and ending [RESTRICTED PERIOD TERM] after the date of termination[ or expiration] of this agreement (the "Restricted Period"), the recipient shall hold all Confidential Information in confidence in accordance with the terms of this agreement.

9.2. Use Solely for Purpose. The recipient shall use the Confidential Information solely for [PURPOSE OF DISCLOSURE OF CONFIDENTIAL INFORMATION] (the "Purpose").

9.3. Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

9.4. Permitted Disclosure. The recipient may disclose Confidential Information to its Representatives but only

(a) to the extent necessary to carry out the Purpose,

(b) if the recipient first informs them of, and directs them to maintain, its confidential nature in accordance with the terms of this agreement[, and

(c) upon the disclosing party's request in connection with any of the recipient's Representatives[ other than a director, officer, shareholder, partner, or employee], if they each first enter into separate written agreements to that effect[ in a form acceptable to the disclosing party].

9.5. Required Disclosure. The recipient may disclose Confidential Information to a third party if it is required to do so by Law but only if, before that disclosure, the recipient, to the extent permitted by Law,

(a) gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with this section 9 (Confidentiality),

(b) reasonably cooperates with the disclosing party[, at the disclosing party's expense,] in its reasonable efforts to obtain a protective order or other appropriate remedy,

(c) discloses only that portion of the Confidential Information that[, having consulted with its counsel,] it is legally required to disclose, and

(d) uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

9.6. Value and Nature of Confidential Information. The parties acknowledge that the Confidential Information is proprietary and has competitive value. Accordingly, any disclosure to the disclosing party's competitors or to the public would be detrimental to the best interests of the disclosing party, which may incur losses, costs, and damages as a result.

9.7. Burden of Proof. The recipient will have the burden of proof relating to all exceptions to the definition of Confidential Information in section 9.8 (Definition of "Confidential Information").[ The recipient may rely on its own written records in support of its position.]

9.8. Definition of "Confidential Information." In this agreement, "Confidential Information" means all [material] [non-public] [business-related] information, written or oral[, whether or not it is marked as confidential], that is disclosed or made available to[ or for the benefit of] the recipient,[ directly or indirectly,] through any means of communication[ or observation] by the disclosing party[ or any of its Affiliates or Representatives], but does not include information that

(a) is or becomes publicly known through no wrongful act of the recipient,

(b) the recipient received in good faith on a non-confidential basis from a source other than the disclosing party or its Representatives,

(c) was in the recipient's possession before its disclosure by the disclosing party or its Representatives,

(d) the recipient developed independently without breach of this agreement, or

(e) the disclosing party has explicitly approved, by Notice to the recipient, for release to a third party.

10. Non-Competition

10.1. Restrictions. During the Restricted Period, the [PARTY B] shall not, directly or indirectly, engage in any Restricted Activity within [DEFINE RESTRICTED TERRITORY] the "Restricted Territory").

10.2. Permitted Investments. The [PARTY B] may, however, participate as a passive investor holding up to [PASSIVE INVESTMENT PERCENT]% of the equity securities of a publicly-traded Person that is engaged in the Restricted Business.

10.3. Definition of "Restricted Activity." In this agreement, "Restricted Activity" means

(a) owning, controlling, financing, managing, or operating a Restricted Business,

(b) participating in the ownership, control, financing, management, or operation of a Restricted Business, or

(c) providing any services to or on behalf of[, or being connected as a director, officer, shareholder, partner, principal, agent, advisor, or consultant of any Person engaged in,]

a Restricted Business.

10.4. Definition of "Restricted Business." In this agreement, "Restricted Business" means any [DEFINE RESTRICTED BUSINESS].

11. Non-Solicitation. During the Restricted Period, the [PARTY B] shall not[, either on its own behalf or in the service or on behalf of others,]

(a) induce or attempt to induce any officer, director, or employee to leave the [PARTY A], or

(b) solicit the business of any customer[ or consultant] of the [PARTY A].

12. Compliance with Laws. The [PARTY B] shall comply with all applicable Laws relating to [SUBJECT MATTER OF AGREEMENT].[ The [PARTY B] shall keep such records and provide the [PARTY A] with such reporting or evidence of compliance as the [PARTY A] may reasonably require to evidence its having met its obligations under this section 12 (Compliance with Laws).]

13. Books and Records

13.1. Recordkeeping. The [PARTY B] shall, at its own cost, keep at its principal office complete, accurate, and commercially reasonable records of the operations of [its business], together with all reasonably necessary related documents required to accurately calculate the amounts owing to the [PARTY A] under this agreement.

13.2. Copies of Financial Statements. At the [PARTY A]'s request, the [PARTY B] shall, at its own expense, provide to the [PARTY A] either a reviewed or an audited profit-and-loss statement and balance sheet for the [Licensed Property] within [60] days of the end of each fiscal year.

13.3. Records Retention. The [PARTY B] shall retain all financial information relating to [SUBJECT MATTER OF AGREEMENT] for at least [RECORD PERIOD] following a given reporting period.

13.4. [Confidentiality of Financial Information. The [PARTY A] shall keep confidential all financial information disclosed to it under this section 13 (Books and Records), except as may be required to exercise its rights under this agreement.]

14. Insurance

14.1. Coverage. The [PARTY B] shall obtain and maintain

(a) workers' compensation insurance in the amount required by law,

(b) product liability insurance coverage appropriate to the risk involved in [DESCRIPTION OF PURPOSE OF AGREEMENT], which in no event will be less than $[MINIMUM INSURANCE AMOUNT], and

(c) comprehensive general liability insurance with coverage of at least $[INSURANCE COVERAGE] per occurrence for bodily injury, property damage, or other losses.

14.2. Additional Insured. The [PARTY B] shall ensure that its insurance coverage will list the [PARTY A] as an additional insured and as a loss payee.

14.3. Insurance Coverage. The insurance will

(a) be in a form and with a company or companies as is reasonably acceptable to the [PARTY A], and

(b) provide primary coverage for the protection of both parties without regard to any other coverage carried by either of them protecting against similar risks.

14.4. Proof of Insurance. At the [PARTY A]'s request, the [PARTY B] shall provide it with

(a) certificates or other acceptable evidence of insurance evidencing its coverage, and

(b) at least [30] days' prior Notice of any change in or cancellation of the insurance coverage.

15. Inspection and Audit

15.1. Inspection. The [PARTY B] shall, upon reasonable Notice from the [PARTY A], provide access to its offices during normal business hours for the purpose of conducting an inspection to verify that the [PARTY B]'s compliance with the terms of this agreement. The [PARTY B] shall cooperate with the [PARTY A] in its inspection.

15.2. Conduct of Inspection. The [PARTY A] shall conduct any inspection in a manner so as not to unreasonably disrupt the [PARTY B]'s business. The [PARTY A] shall restrict the scope, manner, and duration of any inspection to that reasonably necessary to achieve its purpose.

15.3. Audit. The [PARTY A] may also, on one or more occasions and at its own expense, conduct an audit of the [PARTY B]'s records, upon the same terms as any inspection.

15.4. Confidentiality of Information. The [PARTY A] shall keep confidential any information about the [PARTY B] and its business that it obtains from any inspection or audit, except as may be required to exercise its rights under this agreement.

15.5. Duration of Rights. The [PARTY A]'s rights and the [PARTY B]'s obligations under this section 15 (Inspection and Audit) continue for a period of [two] years following the termination[ or expiration] of this agreement.

16. Termination

16.1. Termination upon Notice. Either party may terminate this agreement for any reason upon [TERMINATION FOR CONVENIENCE NOTICE] Business Days' Notice to the other party.

16.2. Termination upon Insolvency Event. This agreement will terminate immediately upon the occurrence of an Insolvency Event.

16.3. Termination upon Change in Control of [PARTY B]. The [PARTY A] may terminate this agreement, with immediate effect, by giving Notice to the [PARTY B], in the event of a Change in Control of the [PARTY B].

16.4. Termination upon Breach

(a) Failure to Pay. If the [PARTY B] fails to pay when due any amount owing under this agreement and that failure continues for [five] Business Days, the [PARTY A] may terminate this agreement, with immediate effect, by giving Notice to the [PARTY B].

(b) Any Other Breach. If one party

(i) commits any material breach or material default in the performance of any obligation under this agreement (other than the [PARTY B]'s obligation to pay money), and

(ii) the breach or default continues for a period of [CURE PERIOD] Business Days after the other party delivers Notice to it reasonably detailing the breach or default,

then the other party may terminate this agreement, with immediate effect, by giving Notice to the first party.

16.5. Effect of Termination

(a) Payment of Outstanding Amounts. The [PARTY B] shall immediately pay to the [PARTY A] all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

(b) Return of Property. Upon termination[ or expiration] of this agreement, the [PARTY B] shall return to the [PARTY A] all the [PARTY A]'s property, both originals and copies, under its direct or indirect control.

16.6. Definition of "Change in Control." In this agreement, "Change in Control" means

(a) any sale, transfer, exchange, or other disposition of ownership interests in, or any merger, acquisition, or other reorganization of, the [PARTY A] that results in a change in the Control of the [PARTY A] that is currently exercised by one or more Persons, or

(b) any sale, transfer, or other disposition of all or substantially all of the [PARTY A]'s assets.

16.7. Definition of "Control." In this agreement, "Control" means, for a Person, the ownership interest in an entity that has the practical effect of giving that Person, either alone or with others, the majority voting interest in that entity, and the terms "Controlled" and "Controlling" have comparable meanings.

16.8. Definition of "Insolvency Event." In this agreement, "Insolvency Event" means any of the following:

(a) Insolvency. [The [PARTY B]/A party] admits in writing that it is insolvent or unable to pay its debts, or fails generally to pay its debts as they become due.

(b) Bankruptcy. [The [PARTY B]/A party] files a voluntary petition, or one or more of its creditors file a petition, seeking its rehabilitation, liquidation, or reorganization under any Law relating to bankruptcy, insolvency, or other relief of debtors and the petition is not removed within [60 Business Days/[90] days] of filing.

(c) Receivership. A receiver or other custodian is appointed to take possession of substantially all of [the assets of the [PARTY B]/a party's assets].

(d) Dissolution. [The [PARTY B]/A party] takes any action toward the dissolution or winding up of its affairs or the cessation or suspension of its activities.

(e) Liquidation. A court of competent jurisdiction enters a decree or order directing the winding up or liquidation of [the [PARTY B]/a party] or of all or substantially all of its assets.

(f) General Assignment. [The [PARTY B]/A party] makes a general assignment for the benefit of its creditors.

(g) Attachment. Any attachment, execution, or other judicial seizure is levied against all or substantially all of [the assets of the [PARTY B]/a party's assets].

17. Liability for Damages

17.1. Foreseeability. Neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen on entering into this agreement.[ In no event will the [PARTY A] be liable to the [PARTY B] for any compensation arising from the expiration or termination of this agreement.]

17.2. Limitation of Liability. Other than as set forth in section 18 (Indemnification), neither party's liability in connection with any single incident arising out of or related to this agreement will exceed the amount that the [PARTY B] has paid in the [12] months preceding the incident, but in no event will either party's aggregate liability arising out of or related to this agreement exceed the total amount that the [PARTY B] has paid under this agreement. The terms of this section 17.2 (Limitation of Liability) will not limit any of the [PARTY B]'s payment obligations under section 3 (Payment Obligations).

18. Indemnification

18.1. Mutual Indemnity. Each party shall indemnify the other party[ and its Indemnitees,] against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against one party[ or any of its Indemnitees] that alleges any [grossly] negligent act or omission or willful conduct of the other party[ or its Indemnitees].

18.2. [Notice of Claim. A party shall give prompt Notice to the other party of any claim or potential claim for indemnification under this section 18 (Indemnification).] OR [Conditions for Indemnification. A party's obligation to indemnify the other party under this section is conditional upon the indemnified party

(a) giving the indemnifying party prompt Notice of a claim or potential claim made against it[ or any of its Indemnitees],

(b) giving the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party may not settle the claim unless the settlement unconditionally releases the indemnified party of all liability, and

(c) providing the indemnifying party with all reasonable assistance, at the indemnifying party's expense, in connection with the claim.]

18.3. [Enforcement of Indemnities. Each party accepts

(a) the indemnity under this section 18 (Indemnification) in favor of, and as agent and trustee for, its Indemnitees, and

(b) acknowledges that the other party may enforce the indemnity in favour of, and on behalf of, any of that party's Indemnitees.]

18.4. Exclusive Remedies. The rights granted under this section 18 (Indemnification) are the exclusive remedies available under this agreement in connection with the claims and losses that this section addresses.

18.5. [Definition of "Indemnitee." In this agreement, "Indemnitee" means, for either party, any of that party's directors, officers, employees, shareholders, partners, agents, or Affiliates.]

19. Definitions. In addition to the terms at the top of the first page of this agreement, the following definitions apply:

19.1. "Affiliate" of any Person means, at the time the determination is made, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with that Person.

19.2. "Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

19.3. "Change in Control" is defined in section 16.6 (Definition of "Change in Control").

19.4. "Closing" means the completion of the transactions contemplated under this agreement.

19.5. "Confidential Information" is defined in section 9.8 (Definition of "Confidential Information").

19.6. "Control" is defined in section 16.7 (Definition of "Control").

19.7. "Force Majeure Event" is defined in paragraph (b) (Definition of "Force Majeure Event") of section 20.20 (Force Majeure).

19.8. "GAAP" is defined in subparagraph (i) (Accounting Principles) of paragraph (a) (References to Specific Terms) of section 20.26 (Interpretation).

19.9. "Governmental Authority" means

(a) the government of the United States or any other nation, or any of its or their geographical or political units or subdivisions, and

(b) any body, agency, tribunal, arbitrator, court, authority, or other entity that exercises executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or relating to, government.

19.10. "Indemnitee" is defined in section 18.5 (Definition of "Indemnitee").

19.11. "Insolvency Event" is defined in section 16.8 (Definition of "Insolvency Event").

19.12. "Law" means

(a) any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

19.13. "Notice" means any notice, request, direction, or other document that a party can or must make or give under this agreement.

19.14. "Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

19.15. "Purpose" is defined in section 9.2 (Use Solely for Purpose).

19.16. "Representative" means, for any Person,

(a) each director, officer, shareholder, partner, employee, agent, or professional advisor[ in connection with the transactions contemplated in this agreement], and any other authorized representative, and

(b) that Person's Affiliates and the directors, officers, shareholders, partners, employees, agents, or professional advisors[ in connection with the transactions contemplated in this agreement] of those Affiliates.

19.17. "Restricted Activity" is defined in section 10.3 (Definition of "Restricted Activity").

19.18. "Restricted Business" is defined in section 10.4 (Definition of "Restricted Business").

19.19. "Restricted Period" is defined in section 9.1 (Confidentiality Obligations).

19.20. "Restricted Territory" is defined in section 10.1 (Restrictions).

19.21. "Selected Courts" is defined in section 20.26 (Consent to Jurisdiction).

20. General

20.1. Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

20.2. Further Assurances. Each party, upon receipt of Notice from the other party, shall sign (or cause to be signed) all further documents, do (or cause to be done) all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this agreement.

20.3. Amendment. This agreement may only be amended by a written document signed by both parties.

20.4. Novation. The parties have entered into this agreement solely to amend and restate the terms of the [EARLIER AGREEMENT]; it does not serve to effect a novation of the parties' obligations under that agreement, in that it will not result in any of those obligations being replaced.

20.5. Binding Effect. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

20.6. Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.


The [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without the [PARTY A]'s prior written consent. The [PARTY A] may assign this agreement or any of its rights or obligations under this agreement, effective upon Notice to the [PARTY B].


The [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without the [PARTY A]'s prior written consent. The [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to the [PARTY B],

(a) to any subsidiary or affiliate, or

(b) in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of the [PARTY A]'s obligations.

20.7. No Partnership. [The [PARTY B] is an independent contractor. ]Nothing contained in this agreement creates a partnership, joint venture,[ employer/employee,] principal-and-agent, or any similar relationship between the parties.

20.8. Third Party Beneficiaries. [The Indemnification terms of this agreement confer rights and remedies upon the [PARTY A]'s directors, officers, employees, shareholders, partners, agents, and Affiliates. ]No Person other than the parties themselves[ and those beneficiaries] has any rights or remedies under this agreement.

20.9. Power of Attorney. The [PARTY B] hereby appoints the [PARTY A] as its attorney in fact, with full power of substitution, with power and authority to do all things necessary or advisable in connection with the transactions contemplated under this agreement.


(a) Grant. The [PARTY B] [irrevocably] appoints [ATTORNEY] as its attorney and agent[, with full power of substitution,] to execute all documents necessary to [PURPOSE OF POWER OF ATTORNEY]. [The [PARTY B] may revoke this power of attorney at any time upon Notice to the [PARTY A] and the attorney.]

(b) Binding Nature. The [PARTY B] will be bound by any actions made by its attorney in good faith and without negligence under this power of attorney. The [PARTY B] shall ratify, and hereby waives, all defences that may be available to it to contest any action of its attorney taken in good faith and without negligence under this power of attorney.

20.10. No Brokers, etc. No broker, agent, or other intermediary acted for any party in connection with the transactions contemplated under this agreement.

20.11. Public Announcements. The parties shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties. Neither party shall issue any such announcement without the other party's prior written consent, which will not be unreasonably withheld or delayed.


Unless required by Law[ or by any stock exchange on which any of the securities of that party or any of its Affiliates are listed or by any securities commission or other similar regulatory authority having jurisdiction over that party or any of its Affiliates], no party to this agreement shall make any press release or other public announcement regarding the transactions provided for in this agreement without the prior written consent of each other party[, which will not be unreasonably withheld or delayed/which may be arbitrarily and unreasonably withheld or delayed, at each applicable party's discretion].

20.12. Payment of Expenses. Each party is responsible for all costs (including legal fees) and other expenses that it incurs in connection with the negotiation and preparation of this agreement.

20.13. Notices

(a) Form of Notice. All notices and other communications between the parties must be in writing.

(b) Method of Notice. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

(c) Receipt of Notice. A Notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.

20.14. Remedies Cumulative. Except as provided in section 18.4 (Exclusive Remedies), the rights and remedies available to a party under this agreement are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.

20.15. Non-Merger. The rights, obligations, and representations and warranties under this agreement or under any other document entered into under this agreement will not merge on closing.

20.16. Survival. Sections 8 (Confidentiality), 9 (Non-Competition), 10 (Non-Solicitation), 14.4 (Confidentiality of Information), and 15.5 (Effect of Termination) survive the termination[ or expiration] of this agreement.

20.17. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

20.18. Waiver. A party's failure or neglect to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.


No waiver of a condition or nonperformance of an obligation is effective unless it is in writing and signed by the party granting the waiver. No waiver by a party affects the exercise of any of its other rights or remedies. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

20.19. Equitable Relief. The [PARTY B] acknowledges that its breach or threatened breach of any its obligations under sections 8 (Confidentiality), 9 (Non-Competition), or 10 (Non-Solicitation) would not be susceptible to adequate relief by way of monetary damages only. Accordingly, the [PARTY A] may, in that case, apply to court for any applicable equitable remedies (including injunctive relief), without the need to post any security.

20.20. Force Majeure

(a) No Liability for Force Majeure Event. Neither party will be liable for any failure of or delay in the performance of any of its obligations under this agreement if its failure or delay is due to the occurrence of a Force Majeure Event.

(b) Definition of "Force Majeure Event." In this agreement, "Force Majeure Event" means any event that

(i) is beyond the reasonable control of a party,

(ii) materially affects the performance of any of its obligations under this agreement, and

(iii) could not reasonably have been foreseen or provided against,

but does not include general economic or other conditions affecting financial markets generally.

20.21. Governing Law. This agreement will be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

20.22. Dispute Resolution

(a) Arbitration. Any dispute or controversy arising under or in connection with this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

(b) Damages. The arbitrator(s) will not have the power to award punitive damages.

(c) Judgment. The successful party may enter the arbitral judgment in any court having jurisdiction. The arbitrator will not have the power to award punitive damages.

20.23. Waiver of Jury Trial. Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this agreement or the transactions relating to its subject matter.

20.24. Attorney Fees. If either party brings legal action to enforce its rights under this agreement, the prevailing party will be entitled to recover its expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal.

20.25. Consent to Jurisdiction. The parties hereby irrevocably and unconditionally

(a) consent to submit to the exclusive jurisdiction of the federal and state courts located in the State of [SELECTED STATE] in [SELECTED COUNTY] County (collectively, the "Selected Courts") for any action or proceeding arising out of or relating to this agreement, and agree not to commence any action or proceeding relating to this agreement except in the Selected Courts, although a party may commence an action or proceeding in a court other than a Selected Court but only for the purpose of enforcing an order or judgment issued by one of the Selected Courts,

(b) consent to service of any process or other document in any action or proceeding made by registered first-class mail, postage prepaid, return receipt requested or by nationally recognized courier guaranteeing overnight delivery and agree that service of the process or other document will be effective service for any action or proceeding brought against it in a Selected Court, although this does not affect either party's right to serve process in any other manner permitted by law,

(c) waive any objection to the laying of venue of any action or proceeding arising out of this agreement in the Selected Courts, and

(d) waive and agree not to plead or claim in any Selected Court that an action or proceeding brought in any Selected Court has been brought in an inconvenient forum.

20.26. Interpretation

(a) References to Specific Terms

(i) Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").

(ii) Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

(iii) "Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."

(iv) "Knowledge." Where any representation, warranty, or other statement in this agreement[, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means[ the then-current, actual knowledge of the directors and officers of that party, without the requirement to make any other inquiry or investigation.] OR

(1) [the then-current, actual knowledge of the directors and officers of that party, and

(2) the knowledge that would or should have come to the attention of any of them had they duly investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.]

(v) Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

(b) Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

(c) Headings. The headings used in this agreement and its division into sections[, schedules, exhibits, appendices,] and other subdivisions do not affect its interpretation.

(d) Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

(e) Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

(f) Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

(g) Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement/[SPECIFIED AGREEMENTS].

20.27. Schedules and Exhibits. The following are attached to and form part of this agreement:



(c) Exhibit 1: Form of [DESCRIPTION OF DOCUMENT 1]

(d) Exhibit 2: Form of [DESCRIPTION OF DOCUMENT 2]

20.28. Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.

20.29. Effectiveness of Agreement. This agreement is effective as of the [Effective Date / date shown at the top of the first page], even if any signatures are made after that date.

This agreement has been signed by the parties.


By: ___________________________________





By: ___________________________________





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