Domain Name Transfer Agreement

Domain Name Transfer Agreement

This Domain Name Transfer Agreement is made on [AGREEMENT DATE][ (the "Effective Date")] between [PARTY A NAME], [whose principal place of residence is at / 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 [DEFINITIONS]).

Purchase and Sale of [DELIVERABLE]

Sale and Transfer. [PARTY A] shall sell and transfer to [PARTY B] the domain name at [INSERT URL OF DOMAIN NAME] (the "[DELIVERABLE]").

Pay Purchase Price. [PARTY B] shall pay to [PARTY A] the Purchase Price.

Purchase Price. [PARTY B] shall pay [PARTY A] a purchase price of $[PURCHASE PRICE] (the "Purchase Price") for the [DELIVERABLE].

Fees. [PARTY B] shall pay [PARTY A] according to the prices listed in [PARTY A]'s price list, attached as [ATTACHMENT].

Purchase Price. [PARTY B] shall pay the Purchase Price to [PARTY A]

in full,

on [[DATE, MONTH] / delivery and [PARTY B]'s acceptance (after [PARTY B] has reasonable opportunity to inspect, at its own expense)],

in immediately available funds, and

to the account [PARTY A] lists directly below:

Account Number:

Routing Number:

Purchase Price[PARTY B] shall pay the Purchase Price

in an initial down payment of $[DOWN PAYMENT AMOUNT] due on [[DATE, MONTH] / the date of this agreement], and

with the remaining payment of $[REMAINING PAYMENT AMOUNT] due on [[DATE, MONTH] / delivery and [PARTY B]'s acceptance (after [PARTY B] has reasonable opportunity to inspect, at its own expense)],

both payment made in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

Invoicing and Payment

Invoice Delivery. [PARTY A] shall deliver its invoices for payment to [PARTY B] [bi-weekly / monthly].

Invoice Procedure and Requirements. [PARTY A] shall 

make each invoice to [PARTY B] in writing, with each invoice including

 an invoice number,

 the invoice date and accounting period,

 the total amount due,

 the routing number, direct deposit number, or address the payment should be made to, and

 the accounting that details the specific sales, deliverables, services, or other work the invoice is for, and

send each invoice to the recipient [PARTY B] specifies directly below:

Name:

Title:

Mailing Address:

Email Address:

Payment. [PARTY B] shall pay the Compensation specified in the invoice

within [PAYMENT DEADLINE] Business Days' after receiving each invoice, 

in immediately available funds, and

to the account or address [PARTY A] specifies in the invoice.

Purchase Price

Paid in Installments[PARTY B] shall pay the Purchase Price to [PARTY A]

in installments, in the amounts and according to the schedule listed below,

in immediately available funds, and

to the account [PARTY A] lists directly below:

Account Number:

Routing Number:

Installment Amounts and Schedule

First Installment: $[FIRST INSTALLMENT AMOUNT], due [FIRST INSTALLMENT DUE DATE]

Second Installment: $[SECOND INSTALLMENT AMOUNT], due [SECOND INSTALLMENT DUE DATE]

Third Installment: $[THIRD INSTALLMENT AMOUNT], due [THIRD INSTALLMENT DUE DATE]

Fourth Installment: $[FOURTH INSTALLMENT AMOUNT], due [FOURTH INSTALLMENT DUE DATE]

FIFTH Installment: $[FIFTH INSTALLMENT AMOUNT], due [FIFTH INSTALLMENT DUE DATE]

[INCLUDE ADDITIONAL INSTALLMENT AMOUNTS AND DATES AS NECESSARY]

Purchase Price

Deposit Purchase Price. Within three Business Days after the Effective Date, [PARTY B] shall deposit the Purchase Price with the third party escrow agent, namely [NAME OF ESCROW AGENT] (the "Escrow Agent").

Termination for Failure to Deposit. If [PARTY B] does not deposit the Purchase Price with the Escrow Agent within three Business Days' after the Effective Date, [PARTY A] may terminate this agreement with immediate effect.

Release Purchase Price. The Escrow Agent shall promptly release the Purchase Price to

[PARTY A], if the [DELIVERABLE] is successfully transferred under paragraph [SUCCESSFUL TRANSFER], or

[PARTY B], if [PARTY B] terminates this agreement under paragraph [TERMINATION FOR FAILURE TO TRANSFER].

TaxesPayment amounts under this agreement do not include Taxes, and [PARTY B] shall pay all Taxes applicable to payments between the parties under this agreement. 

Taxes. Each party shall pay the Taxes arising from the party's performance of its obligations and from compensation paid to the party. 

Taxes. Payment amounts under this agreement do not include taxes, and [PARTY A] shall pay all Taxes applicable to payments between the parties under this agreement.

[PARTY A]'s Actions After Transfer

Further Assurances[PARTY A] shall take all necessary actions, including providing all necessary documentation to [PARTY B], to transfer the [DELIVERABLE] to the [PARTY B].

No Confusingly Similar Trademarks or Domain Names[PARTY A] will not use

any domain name or trademark incorporating the [DELIVERABLE], or

any name or mark that is confusingly similar to the [DELIVERABLE].

No Limitations on [PARTY A]. Nothing in this agreement will be construed to in any way limit [PARTY A]'s right to purchase, own, create, or maintain another website or domain name.

Indemnification

[PARTY A] Indemnification. [PARTY A] shall indemnify [PARTY B] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY B] shall

promptly notify [PARTY A] of the Indemnifiable Proceeding, and

deliver to [PARTY A] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY B] fails to notify [PARTY A] of the Indemnifiable Proceeding, [PARTY A] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY B]'s failure.

Defense

Right to Defend. In addition to indemnifying [PARTY B] against all Indemnifiable Losses, [PARTY A] may defend [PARTY B] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY A] must promptly notify [PARTY B] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY A] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY B]'s consent, only if [PARTY A]'s decision

does not require [PARTY B] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY B],  

provides that the claimant's monetary damages are paid in full by [PARTY A], and

requires claimant release [PARTY B] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY B]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY A]'s gross negligence, omission, or willful misconduct, or

in connection with [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Limits and Exclusions

Minimum Indemnifiable Losses. [PARTY A] will not be required to indemnify [PARTY B] against Indemnifiable Losses that are less than $[MINIMUM INDEMNIFIABLE LOSS AMOUNT].

Maximum Indemnifiable Losses. [PARTY A] will not be required to indemnify [PARTY B] against Indemnifiable Losses that are more than $[MAXIMUM INDEMNIFIABLE LOSS AMOUNT].

Exclusions. [PARTY A] will not be required to indemnify [PARTY B] against Indemnifiable Losses to the extent [PARTY B] acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Indemnification

[PARTY B] Indemnification. [PARTY B] shall indemnify [PARTY A] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY A] shall

promptly notify [PARTY B] of the Indemnifiable Proceeding, and

deliver to [PARTY B] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY A] fails to notify [PARTY B] of the Indemnifiable Proceeding, [PARTY B] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY A]'s failure.

Defense

Right to Defend. In addition to indemnifying [PARTY A] against all Indemnifiable Losses, [PARTY B] may defend [PARTY A] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY B] must promptly notify [PARTY A] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY B] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY A]'s consent, only if [PARTY B]'s decision

does not require [PARTY A] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY A],  

provides that the claimant's monetary damages are paid in full by [PARTY B], and

requires claimant release [PARTY A] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY A]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY B]'s gross negligence, omission, or willful misconduct, or

arising from [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Limits and Exclusions

Minimum Indemnifiable Losses. [PARTY B] will not be required to indemnify [PARTY A] against Indemnifiable Losses that are less than $[MINIMUM INDEMNIFIABLE LOSS AMOUNT].

Maximum Indemnifiable Losses. [PARTY B] will not be required to indemnify [PARTY A] against Indemnifiable Losses that are more than $[MAXIMUM INDEMNIFIABLE LOSS AMOUNT].

Exclusions. [PARTY B] will not be required to indemnify [PARTY A] against Indemnifiable Losses to the extent [PARTY A] acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Indemnification

[PARTY B] Indemnification. [PARTY B] shall indemnify [PARTY A] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY A] shall

promptly notify [PARTY B] of the Indemnifiable Proceeding, and

deliver to [PARTY B] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY A] fails to notify [PARTY B] of the Indemnifiable Proceeding, [PARTY B] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY A]'s failure.

Defense

Right to Defend. In addition to indemnifying [PARTY A] against all Indemnifiable Losses, [PARTY B] may defend [PARTY A] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY B] must promptly notify [PARTY A] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY B] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY A]'s consent, only if [PARTY B]'s decision

does not require [PARTY A] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY A],  

provides that the claimant's monetary damages are paid in full by [PARTY B], and

requires claimant release [PARTY A] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY A]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY B]'s gross negligence, omission, or willful misconduct, or

in connection with [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Indemnification

[PARTY A] Indemnification. [PARTY A] shall indemnify [PARTY B] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY B] shall

promptly notify [PARTY A] of the Indemnifiable Proceeding, and

deliver to [PARTY A] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY B] fails to notify [PARTY A] of the Indemnifiable Proceeding, [PARTY A] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY B]'s failure.

Defense

Right to Defend. In addition to indemnifying the[PARTY B] against all Indemnifiable Losses, [PARTY A] may defend [PARTY B] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY A] must promptly notify [PARTY B] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY A] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY B]'s consent, only if [PARTY A]'s decision

does not require [PARTY B] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY B],  

provides that the claimant's monetary damages are paid in full by [PARTY A], and

requires claimant release [PARTY B] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY B]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY A]'s gross negligence, omission, or willful misconduct, or

in connection with [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s breach of its obligations, representations, warranties, or covenants under this agreement.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s work on the [DELIVERABLE].

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s breach of its obligations, representations, warranties, or covenants under this agreement.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's

breach of its obligations, representations, warranties, or covenants under this agreement, or

willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

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

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

Standard of Care. In protecting the Confidential Information, [PARTY B] 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.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

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 the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

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

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

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.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

 Limitation on Liability

 [PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

 Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY A] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE].

Limitation on Liability

Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY]] [the total amount paid by [PARTY A] to [PARTY B] under this agreement over the six months preceding the claim giving rise to the liability]].

Limitation on Liability

[PARTY B] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

Mutual Limitation on Liability. Neither Party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not have foreseen on entry into this agreement.

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY] [the total amount paid to [PARTY B] over the six months preceding the claim giving rise to liability]].

Excluded Claims

Excluded Claims for [PARTY A][PARTY A] will not be liable for losses due to any claims arising out of this agreement and related to [PARTY A EXCLUDED CLAIMS SCOPE].

Excluded Claims for [PARTY B][PARTY B] will not be liable for losses due to any claims arising out of this agreement and related to[PARTY B EXCLUDED CLAIMS SCOPE].

Limitation on Liability

[PARTY A] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY B] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE]

Representations

Mutual Representations

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party's performance of its obligations under this agreement.

No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under

its articles, bylaws, or any unanimous shareholders agreement,

any Law to which it is subject,

any judgment, Order, or decree of any Governmental Authority to which it is subject, or

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

Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to

own, lease, and operate its properties, and

conduct its business as it is now carried on.

No Disputes or Proceedings. [Except as disclosed in the parties respective Disclosure Schedules] There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.

No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

[PARTY A]'s Representations

Disclosure Schedule. [PARTY A]'s Disclosure Schedule lists any exceptions to its representations.

Ownership. [Except as listed in [PARTY A]'s Disclosure Schedule] [PARTY A] is the sole owner of the [DELIVERABLE], free of any claims by a third party and free of any Encumbrance.

Legal Right. [PARTY A] has the [exclusive] right to transfer the [DELIVERABLE].

No Prior Transfer. [PARTY A] has not sold, transferred, or assigned, and is not obligated to sell, transfer, or assign any of the [DELIVERABLE] to any third party.

No Infringement. Neither party's use of the [DELIVERABLE] infringes on or constitutes a misappropriation of the Intellectual Property or other rights of any third party.

No Warranty

"As-Is". Unless otherwise listed in this agreement, the [DELIVERABLE] is provided "as is," with all faults, defects, bugs, and errors.

No Warranty. Unless otherwise listed in this agreement,

[PARTY A] does not make any warranty regarding the [DELIVERABLE], which includes that 

[PARTY A] hereby disclaims to the [fullest] extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.

Definitions 

"Action" means any legal or administrative claim, suit, action, complaint, charge, grievance, arbitration, audit, investigation, inquiry, or other proceeding.

"Disclosure Schedule" means the schedules delivered, before the execution of this agreement, by each party to the other party which list, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this agreement or as an exception to one or more of the representations or warranties made by the party, or to one or more of the covenants of the party. The inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty will not by itself be deemed an admission by a party that such item is material or that such item is reasonably likely to result in a material adverse effect with respect to such party or was required to be disclosed therein.

"Domain Name" is defined in section [SALE AND TRANSFER OF DOMAIN NAME].

"Encumbrances" means any pledges, liens, charges, security interests, leases, title retention agreements, mortgages, restrictions, developments or similar agreements, easements, rights-of-way, title defects, options or adverse claims or encumbrances of any kind or character whatsoever.

"Escrow Agent" is defined in section [PAYMENT OF PURCHASE].

"Governmental Authority" means

(a) any federal, state, local or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), or

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Indemnified Party" is defined in section [INDEMNIFICATION].

"Indemnifying Party" is defined in section [INDEMNIFICATION].

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world

(a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations; and other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing). 

"Law" means

(a) any law (including the common law), statute, bylaw, 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.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).

"Order" means any decision, order, judgment, award or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority having jurisdiction over the subject matter, whether preliminary or final.

"Purchase Price" is defined in section [PURCHASE PRICE].

"Taxes" includes all taxes, assessments, charges, duties, fees, levies and other charges of a governmental entity, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any governmental entity, whether disputed or not, any related charges, interest or penalties imposed by any governmental entity, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

General Provisions

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Assignment

[PARTY B] Requires [PARTY A]'s Consent[PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign[PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] notice.

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

to any subsidiary or affiliate, or

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 [PARTY A]'s obligations.

Assignment. Neither party may assign this [agreement /plan] or any of their rights or obligations under this [agreement /plan] without the other party's written consent.

Assignment and Successors

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.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Third Party Beneficiaries. Unless explicitly stated otherwise elsewhere in this agreement, no Person other than the parties themselves has any rights or remedies under this agreement.

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

Notices

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

Method of Notice. The parties shall give all notices and communications between the parties 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.

Receipt of Notice. A notice given under this [agreement / plan] will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

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

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

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, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

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. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

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").

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

"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."

"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, and

the knowledge that would or should have come to the attention of any of them had they 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.

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.

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.

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

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

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.

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.

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].

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]

Domain Name Transfer Agreement

This Domain Name Transfer Agreement is made on [AGREEMENT DATE][ (the "Effective Date")] between [PARTY A NAME], [whose principal place of residence is at / 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 [DEFINITIONS]).

Purchase and Sale of [DELIVERABLE]

Sale and Transfer. [PARTY A] shall sell and transfer to [PARTY B] the domain name at [INSERT URL OF DOMAIN NAME] (the "[DELIVERABLE]").

Pay Purchase Price. [PARTY B] shall pay to [PARTY A] the Purchase Price.

Purchase Price. [PARTY B] shall pay [PARTY A] a purchase price of $[PURCHASE PRICE] (the "Purchase Price") for the [DELIVERABLE].

Fees. [PARTY B] shall pay [PARTY A] according to the prices listed in [PARTY A]'s price list, attached as [ATTACHMENT].

Purchase Price. [PARTY B] shall pay the Purchase Price to [PARTY A]

in full,

on [[DATE, MONTH] / delivery and [PARTY B]'s acceptance (after [PARTY B] has reasonable opportunity to inspect, at its own expense)],

in immediately available funds, and

to the account [PARTY A] lists directly below:

Account Number:

Routing Number:

Purchase Price[PARTY B] shall pay the Purchase Price

in an initial down payment of $[DOWN PAYMENT AMOUNT] due on [[DATE, MONTH] / the date of this agreement], and

with the remaining payment of $[REMAINING PAYMENT AMOUNT] due on [[DATE, MONTH] / delivery and [PARTY B]'s acceptance (after [PARTY B] has reasonable opportunity to inspect, at its own expense)],

both payment made in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

Invoicing and Payment

Invoice Delivery. [PARTY A] shall deliver its invoices for payment to [PARTY B] [bi-weekly / monthly].

Invoice Procedure and Requirements. [PARTY A] shall 

make each invoice to [PARTY B] in writing, with each invoice including

 an invoice number,

 the invoice date and accounting period,

 the total amount due,

 the routing number, direct deposit number, or address the payment should be made to, and

 the accounting that details the specific sales, deliverables, services, or other work the invoice is for, and

send each invoice to the recipient [PARTY B] specifies directly below:

Name:

Title:

Mailing Address:

Email Address:

Payment. [PARTY B] shall pay the Compensation specified in the invoice

within [PAYMENT DEADLINE] Business Days' after receiving each invoice, 

in immediately available funds, and

to the account or address [PARTY A] specifies in the invoice.

Purchase Price

Paid in Installments[PARTY B] shall pay the Purchase Price to [PARTY A]

in installments, in the amounts and according to the schedule listed below,

in immediately available funds, and

to the account [PARTY A] lists directly below:

Account Number:

Routing Number:

Installment Amounts and Schedule

First Installment: $[FIRST INSTALLMENT AMOUNT], due [FIRST INSTALLMENT DUE DATE]

Second Installment: $[SECOND INSTALLMENT AMOUNT], due [SECOND INSTALLMENT DUE DATE]

Third Installment: $[THIRD INSTALLMENT AMOUNT], due [THIRD INSTALLMENT DUE DATE]

Fourth Installment: $[FOURTH INSTALLMENT AMOUNT], due [FOURTH INSTALLMENT DUE DATE]

FIFTH Installment: $[FIFTH INSTALLMENT AMOUNT], due [FIFTH INSTALLMENT DUE DATE]

[INCLUDE ADDITIONAL INSTALLMENT AMOUNTS AND DATES AS NECESSARY]

Purchase Price

Deposit Purchase Price. Within three Business Days after the Effective Date, [PARTY B] shall deposit the Purchase Price with the third party escrow agent, namely [NAME OF ESCROW AGENT] (the "Escrow Agent").

Termination for Failure to Deposit. If [PARTY B] does not deposit the Purchase Price with the Escrow Agent within three Business Days' after the Effective Date, [PARTY A] may terminate this agreement with immediate effect.

Release Purchase Price. The Escrow Agent shall promptly release the Purchase Price to

[PARTY A], if the [DELIVERABLE] is successfully transferred under paragraph [SUCCESSFUL TRANSFER], or

[PARTY B], if [PARTY B] terminates this agreement under paragraph [TERMINATION FOR FAILURE TO TRANSFER].

TaxesPayment amounts under this agreement do not include Taxes, and [PARTY B] shall pay all Taxes applicable to payments between the parties under this agreement. 

Taxes. Each party shall pay the Taxes arising from the party's performance of its obligations and from compensation paid to the party. 

Taxes. Payment amounts under this agreement do not include taxes, and [PARTY A] shall pay all Taxes applicable to payments between the parties under this agreement.

[PARTY A]'s Actions After Transfer

Further Assurances[PARTY A] shall take all necessary actions, including providing all necessary documentation to [PARTY B], to transfer the [DELIVERABLE] to the [PARTY B].

No Confusingly Similar Trademarks or Domain Names[PARTY A] will not use

any domain name or trademark incorporating the [DELIVERABLE], or

any name or mark that is confusingly similar to the [DELIVERABLE].

No Limitations on [PARTY A]. Nothing in this agreement will be construed to in any way limit [PARTY A]'s right to purchase, own, create, or maintain another website or domain name.

Indemnification

[PARTY A] Indemnification. [PARTY A] shall indemnify [PARTY B] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY B] shall

promptly notify [PARTY A] of the Indemnifiable Proceeding, and

deliver to [PARTY A] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY B] fails to notify [PARTY A] of the Indemnifiable Proceeding, [PARTY A] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY B]'s failure.

Defense

Right to Defend. In addition to indemnifying [PARTY B] against all Indemnifiable Losses, [PARTY A] may defend [PARTY B] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY A] must promptly notify [PARTY B] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY A] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY B]'s consent, only if [PARTY A]'s decision

does not require [PARTY B] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY B],  

provides that the claimant's monetary damages are paid in full by [PARTY A], and

requires claimant release [PARTY B] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY B]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY A]'s gross negligence, omission, or willful misconduct, or

in connection with [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Limits and Exclusions

Minimum Indemnifiable Losses. [PARTY A] will not be required to indemnify [PARTY B] against Indemnifiable Losses that are less than $[MINIMUM INDEMNIFIABLE LOSS AMOUNT].

Maximum Indemnifiable Losses. [PARTY A] will not be required to indemnify [PARTY B] against Indemnifiable Losses that are more than $[MAXIMUM INDEMNIFIABLE LOSS AMOUNT].

Exclusions. [PARTY A] will not be required to indemnify [PARTY B] against Indemnifiable Losses to the extent [PARTY B] acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Indemnification

[PARTY B] Indemnification. [PARTY B] shall indemnify [PARTY A] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY A] shall

promptly notify [PARTY B] of the Indemnifiable Proceeding, and

deliver to [PARTY B] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY A] fails to notify [PARTY B] of the Indemnifiable Proceeding, [PARTY B] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY A]'s failure.

Defense

Right to Defend. In addition to indemnifying [PARTY A] against all Indemnifiable Losses, [PARTY B] may defend [PARTY A] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY B] must promptly notify [PARTY A] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY B] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY A]'s consent, only if [PARTY B]'s decision

does not require [PARTY A] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY A],  

provides that the claimant's monetary damages are paid in full by [PARTY B], and

requires claimant release [PARTY A] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY A]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY B]'s gross negligence, omission, or willful misconduct, or

arising from [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Limits and Exclusions

Minimum Indemnifiable Losses. [PARTY B] will not be required to indemnify [PARTY A] against Indemnifiable Losses that are less than $[MINIMUM INDEMNIFIABLE LOSS AMOUNT].

Maximum Indemnifiable Losses. [PARTY B] will not be required to indemnify [PARTY A] against Indemnifiable Losses that are more than $[MAXIMUM INDEMNIFIABLE LOSS AMOUNT].

Exclusions. [PARTY B] will not be required to indemnify [PARTY A] against Indemnifiable Losses to the extent [PARTY A] acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Indemnification

[PARTY B] Indemnification. [PARTY B] shall indemnify [PARTY A] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY A] shall

promptly notify [PARTY B] of the Indemnifiable Proceeding, and

deliver to [PARTY B] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY A] fails to notify [PARTY B] of the Indemnifiable Proceeding, [PARTY B] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY A]'s failure.

Defense

Right to Defend. In addition to indemnifying [PARTY A] against all Indemnifiable Losses, [PARTY B] may defend [PARTY A] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY B] must promptly notify [PARTY A] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY B] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY A]'s consent, only if [PARTY B]'s decision

does not require [PARTY A] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY A],  

provides that the claimant's monetary damages are paid in full by [PARTY B], and

requires claimant release [PARTY A] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY A]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY B]'s gross negligence, omission, or willful misconduct, or

in connection with [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Indemnification

[PARTY A] Indemnification. [PARTY A] shall indemnify [PARTY B] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, [PARTY B] shall

promptly notify [PARTY A] of the Indemnifiable Proceeding, and

deliver to [PARTY A] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding.

Failure to Notify. If [PARTY B] fails to notify [PARTY A] of the Indemnifiable Proceeding, [PARTY A] will be relieved of its indemnification obligations to the extent it was prejudiced by [PARTY B]'s failure.

Defense

Right to Defend. In addition to indemnifying the[PARTY B] against all Indemnifiable Losses, [PARTY A] may defend [PARTY B] against the Indemnifiable Proceeding.

Notice of Defense. To assume the defense, [PARTY A] must promptly notify [PARTY B] that it is doing so. 

Authority to Contest, Pay, or Settle. [PARTY A] may contest, pay, or settle the Indemnifiable Proceeding without obtaining [PARTY B]'s consent, only if [PARTY A]'s decision

does not require [PARTY B] to make any admission that it acted unlawfully,

does not effect any other legal proceeding against [PARTY B],  

provides that the claimant's monetary damages are paid in full by [PARTY A], and

requires claimant release [PARTY B] from all liability related to the Indemnifiable Proceeding. 

Exclusive Remedy. [PARTY B]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

Indemnifiable Proceeding. "Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against [PARTY B] arising out of this agreement and

arising out of [PARTY A]'s gross negligence, omission, or willful misconduct, or

in connection with [SPECIFIED CLAIMS].

Indemnifiable Losses. "Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses. "Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expense. "Litigation Expense" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s breach of its obligations, representations, warranties, or covenants under this agreement.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s work on the [DELIVERABLE].

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Indemnification

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s breach of its obligations, representations, warranties, or covenants under this agreement.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's

breach of its obligations, representations, warranties, or covenants under this agreement, or

willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

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

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

Standard of Care. In protecting the Confidential Information, [PARTY B] 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.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

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 the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

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

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

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.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

 Limitation on Liability

 [PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

 Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY A] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE].

Limitation on Liability

Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY]] [the total amount paid by [PARTY A] to [PARTY B] under this agreement over the six months preceding the claim giving rise to the liability]].

Limitation on Liability

[PARTY B] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

Mutual Limitation on Liability. Neither Party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not have foreseen on entry into this agreement.

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY] [the total amount paid to [PARTY B] over the six months preceding the claim giving rise to liability]].

Excluded Claims

Excluded Claims for [PARTY A][PARTY A] will not be liable for losses due to any claims arising out of this agreement and related to [PARTY A EXCLUDED CLAIMS SCOPE].

Excluded Claims for [PARTY B][PARTY B] will not be liable for losses due to any claims arising out of this agreement and related to[PARTY B EXCLUDED CLAIMS SCOPE].

Limitation on Liability

[PARTY A] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY B] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE]

Representations

Mutual Representations

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party's performance of its obligations under this agreement.

No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under

its articles, bylaws, or any unanimous shareholders agreement,

any Law to which it is subject,

any judgment, Order, or decree of any Governmental Authority to which it is subject, or

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

Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to

own, lease, and operate its properties, and

conduct its business as it is now carried on.

No Disputes or Proceedings. [Except as disclosed in the parties respective Disclosure Schedules] There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.

No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

[PARTY A]'s Representations

Disclosure Schedule. [PARTY A]'s Disclosure Schedule lists any exceptions to its representations.

Ownership. [Except as listed in [PARTY A]'s Disclosure Schedule] [PARTY A] is the sole owner of the [DELIVERABLE], free of any claims by a third party and free of any Encumbrance.

Legal Right. [PARTY A] has the [exclusive] right to transfer the [DELIVERABLE].

No Prior Transfer. [PARTY A] has not sold, transferred, or assigned, and is not obligated to sell, transfer, or assign any of the [DELIVERABLE] to any third party.

No Infringement. Neither party's use of the [DELIVERABLE] infringes on or constitutes a misappropriation of the Intellectual Property or other rights of any third party.

No Warranty

"As-Is". Unless otherwise listed in this agreement, the [DELIVERABLE] is provided "as is," with all faults, defects, bugs, and errors.

No Warranty. Unless otherwise listed in this agreement,

[PARTY A] does not make any warranty regarding the [DELIVERABLE], which includes that 

[PARTY A] hereby disclaims to the [fullest] extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.

Definitions 

"Action" means any legal or administrative claim, suit, action, complaint, charge, grievance, arbitration, audit, investigation, inquiry, or other proceeding.

"Disclosure Schedule" means the schedules delivered, before the execution of this agreement, by each party to the other party which list, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this agreement or as an exception to one or more of the representations or warranties made by the party, or to one or more of the covenants of the party. The inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty will not by itself be deemed an admission by a party that such item is material or that such item is reasonably likely to result in a material adverse effect with respect to such party or was required to be disclosed therein.

"Domain Name" is defined in section [SALE AND TRANSFER OF DOMAIN NAME].

"Encumbrances" means any pledges, liens, charges, security interests, leases, title retention agreements, mortgages, restrictions, developments or similar agreements, easements, rights-of-way, title defects, options or adverse claims or encumbrances of any kind or character whatsoever.

"Escrow Agent" is defined in section [PAYMENT OF PURCHASE].

"Governmental Authority" means

(a) any federal, state, local or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), or

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Indemnified Party" is defined in section [INDEMNIFICATION].

"Indemnifying Party" is defined in section [INDEMNIFICATION].

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world

(a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations; and other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing). 

"Law" means

(a) any law (including the common law), statute, bylaw, 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.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).

"Order" means any decision, order, judgment, award or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority having jurisdiction over the subject matter, whether preliminary or final.

"Purchase Price" is defined in section [PURCHASE PRICE].

"Taxes" includes all taxes, assessments, charges, duties, fees, levies and other charges of a governmental entity, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any governmental entity, whether disputed or not, any related charges, interest or penalties imposed by any governmental entity, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

General Provisions

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Assignment

[PARTY B] Requires [PARTY A]'s Consent[PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign[PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] notice.

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

to any subsidiary or affiliate, or

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 [PARTY A]'s obligations.

Assignment. Neither party may assign this [agreement /plan] or any of their rights or obligations under this [agreement /plan] without the other party's written consent.

Assignment and Successors

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.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Third Party Beneficiaries. Unless explicitly stated otherwise elsewhere in this agreement, no Person other than the parties themselves has any rights or remedies under this agreement.

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

Notices

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

Method of Notice. The parties shall give all notices and communications between the parties 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.

Receipt of Notice. A notice given under this [agreement / plan] will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

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

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

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, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

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. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

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").

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

"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."

"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, and

the knowledge that would or should have come to the attention of any of them had they 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.

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.

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.

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

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

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.

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.

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].

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]