Independent Contractor Agreement

Independent Contractor Agreement

This Independent Contractor 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 capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

Services Obligation. [PARTY B] shall perform the [SHORT DESCRIPTION OF SERVICES] services for [PARTY B][, including providing [PARTY B] with [SHORT DESCRIPTION OF THE WORK PRODUCT] (the "Work Product")], as described in [ATTACHMENT], attached to this agreement (the "[DELIVERABLE]").

Terms of Service

Performance[PARTY B] shall perform the [DELIVERABLES] in a professional and workmanlike manner.

Original Work and No Infringement[PARTY B] shall ensure the Work Product is original work and does not infringe, misappropriate, or violate any Intellectual Property or other proprietary rights of any third party.

Changes

Notice of Necessary Changes[PARTY B] shall promptly notify [PARTY A] in writing of any change to the [DELIVERABLE] [PARTY B] reasonably determines is necessary.

Contents of Notice[PARTY B] shall include in its notice to [PARTY A]

the particular elements of the [DELIVERABLE] [PARTY A] seeks to change,

the reason for the requested change, and

the impact, if any, that the requested change will have on

the [price] [amount],

time for [performance / delivery], or

any other terms or conditions of this agreement.

Changes Made in Writing. Any changes to the [DELIVERABLE] must be in writing and signed by each party.

Changes to Services

Change Orders. [PARTY A] may request changes to the [DELIVERABLE] by written notice to [PARTY B].

Additional Time or Expense. If the proposed change will require a delay in delivery of the [DELIVERABLE] or would result in additional expense, 

[PARTY B] shall submit a proposal for the requested changes, detailing any added time and expense, and

[PARTY A] may elect to either

withdraw its proposed change, or

require [PARTY B] to provide the [DELIVERABLE] with the proposed change, subject to the delay and additional expense.

Termination. If [PARTY B] cannot, or chooses not to accept the change order, then [PARTY A] may terminate this agreement, and pay [PARTY B] any amounts it already owes under this agreement.

Changes Made in Writing. If the parties agree to make changes to the [DELIVERABLE], the parties shall make those changes in writing, signed by each party.

Compensation. [PARTY A] shall compensate [PARTY B] according to section [PAYMENT OF COMPENSATION] (the "Compensation").

Compensation

Compensation Obligation[PARTY A] shall compensate [PARTY B] for the [DELIVERABLE] [PARTY B] provides, according to section [PAYMENT OF COMPENSATION] (the "Compensation").

Maximum Compensation. [PARTY A] will not be required to pay any Compensation beyond $[MAXIMUM COMPENSATION AMOUNT].

Payment of Compensation

Compensation Amounts. [PARTY A] shall pay to [PARTY B] Compensation [in the amount listed in the Statement of Work / at the rate of $[HOURLY COMPENSATION AMOUNT] per hour].

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

Invoice Procedure and Requirements. [PARTY B] shall 

make each invoice to [PARTY A] 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 A] specifies directly below:

Name:

Title:

Mailing Address:

Email Address:

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

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

in immediately available funds, and

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

Payment of Compensation

Compensation On Completion. On completion of the [DELIVERABLE], [PARTY A] shall pay [PARTY B] $[COMPENSATION DUE ON COMPLETION] of the Compensation.

Compensation After Certain Milestones. [PARTY A] shall pay [PARTY B] the following Compensation amounts when [PARTY B] meets the following milestones:

$[FIRST MILESTONE COMPENSATION AMOUNT], due on [SHORT DESCRIPTION OF FIRST MILESTONE]

$[SECOND MILESTONE COMPENSATION AMOUNT], due on [SHORT DESCRIPTION OF SECOND MILESTONE] 

$[THIRD MILESTONE COMPENSATION AMOUNT], due on [SHORT DESCRIPTION OF THIRD MILESTONE]

$[FOURTH MILESTONE COMPENSATION AMOUNT], due on [SHORT DESCRIPTION OF FOURTH MILESTONE] 

$[FIFTH MILESTONE COMPENSATION AMOUNT], due on [SHORT DESCRIPTION OF FIFTH MILESTONE] 

[INCLUDE ADDITIONAL MILESTONE PAYMENTS AND DESCRIPTIONS AS NECESSARY]

Payment. [PARTY A] shall pay all Compensation owed 

within [PAYMENT DEADLINE] Business Day's of the Compensation becoming due,

in immediately available funds, and

to the account [PARTY A] lists directly below:

Account Number:

Routing Number:

Payment of Compensation

Compensation Amounts. [PARTY A] shall pay to [PARTY B] Compensation [in the amount listed in the Statement of Work / at the rate of $[HOURLY COMPENSATION AMOUNT] per hour].

Invoice Delivery. [PARTY B] shall deliver its invoice to [PARTY A] after the completion and acceptance of the [DELIVERABLE].

Invoice Procedure and Requirements. [PARTY B] shall 

make the invoice to [PARTY A] in writing, including

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 the invoice to the recipient [PARTY A] specifies directly below:

Name:

Title:

Mailing Address:

Email Address:

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

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

in immediately available funds, and

to the account or address specified in the invoice.

Expenses

Reimburse Pre-Approved Expenses. [PARTY A] shall reimburse [PARTY B] for all reasonable and necessary expenses [PARTY B] incurs in connection with this agreement and that [PARTY A] pre-approves in writing.

Receipts and Records. [PARTY B] shall keep receipts or other records of its expenses to submit to [PARTY A] for reimbursement of its expenses.

Expense Invoices

Invoice Each Pay Period[PARTY B] shall invoice [PARTY A] each [PAY PERIOD] for reimbursement of [PARTY B]'s expenses.

Invoice Contents[PARTY B] shall include with each invoice

an invoice number,

the receipts or other records reasonably detailing each expense in the invoice,

the routing and account number necessary for [PARTY A] to make the payment.

Payment of Invoices[PARTY A] shall reimburse [PARTY B] within 10 Business Days' of receiving each invoice in immediately available funds to the account [PARTY B] specifies above.

Expenses

Reimbursement of Expenses. [PARTY A] shall reimburse [PARTY B] for all reasonable and necessary expenses [PARTY B] incurs in connection with this agreement.

Receipts and Records. [PARTY B] shall keep all receipts and other records of its expenses.

Expense Invoices

Invoice Each Pay Period[PARTY B] shall invoice [PARTY A] each [PAY PERIOD] for reimbursement of [PARTY B]'s expenses.

Invoice Contents[PARTY B] shall include with each invoice

an invoice number,

the receipts or other records reasonably detailing each expense in the invoice,

the routing and account number necessary for [PARTY A] to make the payment.

Payment of Invoices[PARTY A] shall reimburse [PARTY B] within 10 Business Days' of receiving each invoice in immediately available funds to the account [PARTY B] specifies above.

Expenses

Reimbursement of Expenses. [PARTY A] shall reimburse [PARTY B] for all reasonable and necessary expenses [PARTY B] incurs in connection with this agreement.

Receipts and Records. [PARTY B] shall keep receipts or other records of its expenses to submit to [PARTY A] for reimbursement of its expenses.

Expense Invoices

Invoice Each Pay Period[PARTY B] shall invoice [PARTY A] each [PAY PERIOD] for reimbursement of [PARTY B]'s expenses.

Invoice Contents[PARTY B] shall include with each invoice

an invoice number,

the receipts or other records reasonably detailing each expense in the invoice,

the routing and account number necessary for [PARTY A] to make the payment.

Payment of Invoices[PARTY A] shall reimburse [PARTY B] within 10 Business Days' of receiving each invoice in immediately available funds to the account [PARTY B] specifies above.

Interest on Late Reimbursement. [PARTY A] will pay interest on any Late Reimbursement at a rate of 1% per month (12.68% annually) or the maximum allowed by law, whichever is less.

Taxes. [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. [PARTY A] shall pay all Taxes applicable to payments between the parties under this agreement.

Term. This agreement begins on the Effective Date and will continue until [PARTY B] completes and [PARTY A] accepts the [DELIVERABLE], unless terminated earlier (the "Term").

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 B]’s Right to Assign. To [PARTY B]'s Knowledge, there are no restraints or anything to interfere with the assignment of the Work Product.

Independent Contractor Status

Status. [PARTY B] is an independent contractor, and nothing in this agreement creates a partnership, joint venture, employer/employee, principal-and-agent, or any similar relationship between the parties.

No Authority. [PARTY B] has no authority to, and will not, act as agent for or on behalf of [PARTY A] or represent or bind [PARTY A] in any manner.

No Benefits. [PARTY B] will not be entitled to any of the benefits afforded to [PARTY A]'s employees.

No Partnership

No Relationship. Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties.

No Authority. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.

Equipment and Materials. [PARTY B] shall supply all necessary equipment and materials for the [DELIVERABLE].

Equipment and Materials

Equipment Provided. [PARTY A] shall provide [PARTY B] with the following equipment:

[LIST OF EQUIPMENT AND MATERIALS]

Safekeeping of Equipment. [PARTY B] shall be responsible for the safekeeping of the equipment and protecting it from loss.

Return of Equipment. On [PARTY A]'s request, or the expiration or termination of this agreement, [PARTY B] shall immediately return the equipment.

Lost or Damaged Equipment. [PARTY A] may withhold from [PARTY B]'s Compensation the cost of any unreturned, lost, or damaged equipment.

[PARTY A] Network Policies

Compliance with Policies and Procedures. If [PARTY A] provides [PARTY B] with access to [PARTY A]'s network in connection with this agreement, [PARTY B] shall observe all [PARTY A]'s network policies and protocols.

Termination for Failure to Comply. If [PARTY B] fails to comply with [PARTY A]'s network policies and protocols[, and its failure causes loss or damage to [PARTY A]'s network or data,] [PARTY A] may terminate this agreement with immediate effect.

Inspection and Audit of Books and Records

Retain Books and Records[During the Term and for a period of [two] years after the [termination or expiration] of this agreement,] [PARTY A] shall keep its Books and Records (including personnel files) that relate to this agreement, and maintain them in a manner reasonably consistent with prior practices.

Inspection and Audit.[During the Term and for a period of [two] years after the [termination or expiration] of this agreement,] On reasonable notice from [PARTY B], [PARTY A] shall provide [PARTY B] and [PARTY B]'s Representatives, reasonable access to [PARTY A]'s Books and Records that relate to this agreement (and allow the [PARTY B] to make photocopies, at [PARTY B]'s expense), during normal business hours.

Corrections. If [PARTY B]'s audit reveals errors or discrepancies in [PARTY A]'s Books and Records, [PARTY A] shall promptly correct the error or discrepancy, including refunding any over-payments or making up any under-payments.

Inspection and Audit of Books and Records

Retain Books and Records. Each party shall keep its Books and Records (including personnel files) that relate to this agreement, and maintain them in a manner reasonably consistent with prior practices.

Inspection and Audit. On reasonable notice from the other party, each party shall provide the other party, and the other party's Representatives, reasonable access to its Books and Records that relate to this agreement (and allow the other party to make photocopies, at the other party's expense), during normal business hours.

Corrections. If either party's audit reveals errors or discrepancies in the other party's Books and Records, the other party shall promptly correct the error or discrepancy, including refunding any over-payments or making up any under-payments.

Inspection and Audit of Books and Records

Retain Books and Records[During the Term and for a period of [two] years after the [termination or expiration] of this agreement,] [PARTY B] shall keep its Books and Records (including personnel files) that relate to this agreement, and maintain them in a manner reasonably consistent with prior practices.

Inspection and Audit.[During the Term and for a period of [two] years after the [termination or expiration] of this agreement,] On reasonable notice from [PARTY A], [PARTY B] shall provide [PARTY A] and [PARTY A]'s agents and representatives reasonable access to [PARTY B]'s Books and Records that relate to this agreement (and allow the [PARTY A] to make photocopies, at [PARTY A]'s expense), during normal business hours.

Corrections. If [PARTY A]'s audit reveals errors or discrepancies in [PARTY B]'s Books and Records, [PARTY B] shall promptly correct the error or discrepancy, including refunding any over-payments or making up any under-payments.

Intellectual Property

Ownership of Work Product. The parties hereby acknowledge that the Work Product, and all documentation, information, systems, and other results developed in connection with the Work Product, will, to the extent permitted by Law, be a "work made for hire" within the definition of Section 101 of the Copyright Act (17 U.S.C. 101) and will remain [PARTY A]'s exclusive property.

Assignment of Work Product. If and to the extent that any Work Product is not deemed to be a work made for hire within the definition of the Copyright Act, at the completion and acceptance of the [DELIVERABLE], [PARTY B] shall promptly assign to [PARTY A] all its right, title, and interest in and to the Work Product, including any Intellectual Property rights.

Cooperation. During and after the Term, on [PARTY A]'s reasonable request, [PARTY B] shall provide all assistance necessary and desirable for [PARTY A] to establish, preserve, and enforce its rights, title, and interest in and to the Work Product.

Moral Rights. At the completion and acceptance of the [DELIVERABLE] and to the extent permitted by Law, [PARTY B] shall waive all moral rights relating to the Work Product (including any rights (a) of identification of authorship, (b) of approval, restriction, or limitation on use, and (c) to subsequent modifications).

Confidentiality

Confidentiality Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), [PARTY B] shall hold in confidence all Confidential Information [PARTY A] discloses to it under this agreement.

Use Solely for Purpose. [PARTY B] may only use 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 Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), each party (as a receiving party) shall hold in confidence all Confidential Information the other party (as a disclosing party) discloses to it under this agreement.

Use Solely for Purpose. A receiving party may only use 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.

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.

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

Confidentiality Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), each party (as a receiving party) shall hold in confidence all Confidential Information the other party (as a disclosing party) discloses to it under this agreement.

Use Solely for Purpose. A receiving party may only use 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 Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), [PARTY B] shall hold in confidence all Confidential Information [PARTY A] discloses to it under this agreement.

Use Solely for Purpose. [PARTY B] may only use 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.

Non-Solicitation

Non-Solicitation of EmployeesSubject to paragraph [PERMITTED HIRINGS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), [PARTY B] will not directly or indirectly, on [PARTY B]'s own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, or employee to leave [PARTY A].

Permitted Hirings

Voluntary Contacts. [PARTY B] may employ [PARTY A]'s officers, directors, or employees who contact [PARTY B] on their own initiative without any direct or indirect solicitation or encouragement by [PARTY B].

Former Employees. [PARTY B] may employ any former officer, director, or employee of [PARTY A] whose employment with [PARTY A] has terminated.

Non-Solicitation

Non-Solicitation of Employees and Customers. Subject to paragraph [PERMITTED HIRINGS AND BUSINESS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), [PARTY B] will not directly or indirectly, on [PARTY B]'s own behalf or in the service or on behalf of others, in any capacity

induce or attempt to induce any officer, director, or employee to leave [PARTY A], or

solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of [PARTY A].

Permitted Hirings and Business

Voluntary Contacts. [PARTY B] may employ or accept the business of [PARTY A]'s officers, directors, employees, customers, consultants, or patrons who contact [PARTY B] on their own initiative without any direct or indirect solicitation or encouragement by [PARTY B].

Former Employees. [PARTY B] may employ any former officer, director, or employee of [PARTY A] whose employment with [PARTY A] has terminated.

Former Customers[PARTY B] may do business with any former customer, consultant, or patron of [PARTY A] who no longer does business with [PARTY A].

Mutual Non-Solicitation

Non-Solicitation of Employees and Customers. Subject to paragraph [PERMITTED HIRINGS AND BUSINESS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity

induce or attempt to induce any officer, director, or employee to leave the other party, or

solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of the other party.

Permitted Hirings and Business

Voluntary Contacts. Each party may employ or accept the business of the other party's officers, directors, employees, customers, consultants, or patrons who contact the party on their own initiative without any direct or indirect solicitation or encouragement by the party.

Former Employees. Each party may employ any former officer, director, or employee of the other party whose employment with the other party has terminated.

Former Customers. Each party may do business with any former customer, consultant, or patron of the other party who no longer does business with the other party.

Mutual Non-Solicitation

Non-Solicitation of Employees. Subject to paragraph [PERMITTED HIRINGS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, or employee to leave the other party.

Permitted Hirings

Voluntary Contacts. Each party may employ the other party's officers, directors, or employees who contact the party on their own initiative without any direct or indirect solicitation or encouragement by the party.

Former Employees. Each party may employ any former officer, director, or employee of the other party whose employment with the other party has terminated.

Non-Competition

No Restricted Activity. During the period starting on the Effective Date and ending [NON-COMPETITION PERIOD TERM] after termination or expiration of this agreement (the "Non-Competition Period"), [PARTY B] will not engage in any Restricted Activity within the Restricted Territory.

Definitions

Restricted Activity. "Restricted Activity" means any business the same as or similar to [[PARTY A]'s / the business covered by this agreement].

Restricted Territory. "Restricted Territory" means [RESTRICTED TERRITORY].

Non-Disclosure of Agreement

Non-Disclosure. Subject to paragraph [PERMITTED AND REQUIRED DISCLOSURE], [PARTY B] will not disclose the terms of this agreement, the [DELIVERABLE], or any other transaction contemplated under this agreement, including any payment obligation, to any third party, unless [PARTY A] agrees to the disclosure in writing.

Permitted and Required Disclosure. Notwithstanding the prohibition on disclosure under paragraph [NON-DISCLOSURE] directly above, [PARTY B] may disclose the terms of this agreement, the [DELIVERABLE], or any other transaction contemplated under this agreement, including any payment obligation

to [PARTY B]'s spouse, attorneys,

to the extent necessary to prepare [PARTY B]'s income tax returns, to [PARTY B]'s accountants and tax preparers to the extent necessary to prepare [PARTY B]'s income tax returns, and 

to the extent disclosure is compelled by Law or Legal Proceeding.

Requirements for Disclosure. [PARTY B] shall use reasonable efforts to prevent any third party to whom it  rightfully disclosed information under paragraph [PERMITTED AND REQUIRED DISCLOSURE] from further disclosing that information, including making that third party aware of the non-disclosure obligations of this agreement.

Notice of Disclosure. [PARTY B] shall promptly notify [PARTY A] of any unauthorized disclosure, and use reasonable efforts to cooperate with [PARTY A] in limiting the scope of that disclosure.

 Compliance with Laws and Procedures

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on the other party's reasonable request, provide these records of compliance to the other party.

Compliance with Safety Procedures. Each party shall[, when on the other party's premises,] comply with the other party's reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. Each party shall notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]].

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]], and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, 

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A], and

notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws and Procedures

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A].

Compliance with Safety Procedures. [When on [PARTY A]'s premises,] [PARTY B] shall comply with [PARTY A]'s reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. [PARTY B] shall notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance,

on the other party's reasonable request, provide these records of compliance to the other party, and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Limitation on Liability

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

Maximum Liability. [PARTY B]'s liability for any breach-of-contract claims under this agreement will not exceed the Compensation [PARTY B] received from [PARTY A] under this agreement over the [six]-month period immediately preceding the claim.

Insurance 

Insurance Requirement. [PARTY B] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less.

Proof of Insurance. At [PARTY A]'s request, [PARTY B] will provide [PARTY A] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY A] may require [PARTY B] to obtain a reasonable amount of additional insurance, by providing [PARTY A] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY A] Added to [PARTY B]'s Policy [PARTY B] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have [PARTY B]'s insurer add [PARTY A] as an additional insured to [PARTY B]'s policy.

Certificate of Insurance[PARTY B] shall have its insurer send a certificate to [PARTY A], proving [PARTY A] has been added to [PARTY B]'s policy, and confirming that the insurer will give [PARTY A] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY B]'s policy.

No Contribution from [PARTY A]. Any insurance carried by [PARTY A] will not be subject to contribution.

Insurance 

Insurance Requirement. [PARTY B] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, but in no case less than

[LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

Proof of Insurance. At [PARTY A]'s request, [PARTY B] will provide [PARTY A] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY A] may require [PARTY B] to obtain a reasonable amount of additional insurance, by providing [PARTY B] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY A] Added to [PARTY B]'s Policy [PARTY B] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have [PARTY B]'s insurer add [PARTY A] as an additional insured to [PARTY B]'s policy.

Certificate of Insurance[PARTY B] shall have its insurer send a certificate to [PARTY A], proving [PARTY A] has been added to [PARTY B]'s policy, and confirming that the insurer will give [PARTY A] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY B]'s policy.

No Contribution from [PARTY A][PARTY A] will not be required to make any contributions from its own insurance.

Insurance

[PARTY B]'s Insurance. [PARTY B] shall maintain the types of insurance customary and appropriate for such agreements, in the amount necessary to cover its obligations and responsibilities under this agreement, or required by Law, whichever is less.

Proof of Insurance. On [PARTY A]'s request, [PARTY B] shall deliver to [PARTY A] a certificate or other proof of its insurance, describing the amount and coverage of the insurance.

Notice of Material Change. If there is any material change to its insurance, [PARTY B] shall promptly notify [PARTY A].

Insurance

[PARTY B]'s Insurance. [PARTY B] shall maintain the types of insurance customary and appropriate for such agreements, in the amount necessary to cover its obligations and responsibilities under this agreement, or required by Law, whichever is less, including liability insurance applicable to [PARTY B]'s officers, employees, and agents while acting within the scope of their employment.

Proof of Insurance. On [PARTY A]'s request, [PARTY B] shall deliver to [PARTY A] a certificate or other proof of its insurance, describing the amount and coverage of the insurance.

Notice of Material Change. If there is any material change to its insurance, [PARTY B] shall promptly notify [PARTY A].

Insurance 

Insurance Requirement. Each party shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less.

Proof of Insurance. At the other party's request, each party shall provide the other party with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. Either party may require the other party to obtain a reasonable amount of additional insurance, by providing the other party with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

Add Each Other Added to Insurance Policy Each party shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have its insurer add the other party as an additional insured to its policy.

Certificate of Insurance. Each party shall also have its insurer send a certificate to the other party, proving the other party has been added to its policy, and confirming that the insurer will give the other party [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of its policy.

No Contribution. No insurance carried by either party will be subject to contribution.

Insurance 

Insurance Requirement. Each party shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less, but in no case less than

[LIST SPECIFIC POLICIES AND AMOUNTS OF INSURANCE]

Proof of Insurance. At the other party's request, each party shall provide the other party with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. Either party may require the other party to obtain a reasonable amount of additional insurance, by providing the other party with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

Add Each Other Added to Insurance Policy Each party shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have its insurer add the other party as an additional insured to its policy.

Certificate of Insurance. Each party shall also have its insurer send a certificate to the other party, proving the other party has been added to its policy, and confirming that the insurer will give the other party [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of its policy.

No Contribution. No insurance carried by either party will be subject to contribution.

Insurance

[PARTY A]'s Insurance. [PARTY A] shall maintain the types of insurance customary and appropriate for such agreements, in the amount necessary to cover its obligations and responsibilities under this agreement, or required by Law, whichever is less.

Proof of Insurance. On [PARTY B]'s request, [PARTY A] shall deliver to [PARTY B] a certificate or other proof of its insurance, describing the amount and coverage of the insurance.

Notice of Material Change. If there is any material change to its insurance, [PARTY A] shall promptly notify [PARTY B].

Insurance 

Insurance Requirement. [PARTY A] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, but in no case less than

[LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

Proof of Insurance. At [PARTY B]'s request, [PARTY A] shall provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY B] may require [PARTY A] to obtain a reasonable amount of additional insurance, by providing [PARTY A] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY B] Added to [PARTY A]'s Policy [PARTY A] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have [PARTY A]'s insurer add [PARTY B] as an additional insured to [PARTY A]'s policy.

Certificate of Insurance[PARTY A] shall have its insurer send a certificate to [PARTY B], proving [PARTY B] has been added to [PARTY A]'s policy, and confirming that the insurer will give [PARTY B] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY A]'s policy.

No Contribution from [PARTY A]. Any insurance carried by [PARTY B] will not be subject to contribution.

Insurance 

Insurance Requirement. [PARTY A] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, but in no case less than

[LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

Proof of Insurance. At [PARTY B]'s request, [PARTY A] shall provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Insurance 

Insurance Requirement. [PARTY A] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less.

Proof of Insurance. At [PARTY B]'s request, [PARTY A] will provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY B] may require [PARTY A] to obtain a reasonable amount of additional insurance, by providing [PARTY B] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY B] Added to [PARTY A]'s Policy [PARTY A] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have its insurer add [PARTY B] as an additional insured to its policy.

Certificate of Insurance[PARTY A] shall have its insurer send a certificate to [PARTY B], proving [PARTY B] has been added to [PARTY A]'s policy, and confirming that the insurer will give [PARTY B] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY A]'s policy.

No Contribution from [PARTY B]. Any insurance carried by [PARTY B] will not be subject to contribution.

Insurance

Carry Continued Insurance. During the term and for [CONTINUED INSURANCE PERIOD] years after the [Closing] [termination or expiration], [PARTY A] shall maintain [SPECIFIED TYPE OF INSURANCE] insurance with respect to [INSURED PEOPLE OR GOODS] insured as of the [Closing] [termination or expiration], providing substantially the same coverage as in effect on the date of the [Closing] [termination or expiration].

Proof of Insurance. At [PARTY B]'s request, [PARTY A] shall provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of the its insurance, and guaranteeing its insurer will notify [PARTY B] of any material change to [PARTY A]'s insurance. 

Additional Insured. [PARTY A] will, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date have its insurer

add [PARTY B] as an additional insured to its policy, and

send [PARTY B] a certificate proving [PARTY B] has been added to [PARTY A]'s policy, and confirming that [PARTY A]'s insurer will notify [PARTY B] before any proposed cancellation, modification, or reduction in coverage of [PARTY A]'s policy.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Failure of Condition. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either

any of the conditions precedent set out in [CONDITIONS ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to the failure of the injured party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with, or

any of the conditions specifically applicable to the other party have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE].

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if

there is or becomes any Law that makes the performance of the terms of this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if 

any of the conditions to [PARTY B]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY A]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY A] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

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

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

[PARTY A] May Terminate for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination for Change of Control. Either party may terminate this agreement with immediate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

Termination

Termination Because of Material Breach. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination by Written Agreement. [PARTY A] and [PARTY B] may terminate this agreement by signed, written agreement to terminate it.

Termination by [PARTY B]

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

[PARTY B] May Terminate for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

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

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if 

any of the conditions to [PARTY A]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY B]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY B] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Effect of Termination

Termination of Obligations. Subject to paragraph [PAYMENT OBLIGATIONS], on termination or expiration of this agreement, each party's rights and obligations under this agreement will cease immediately.

Payment Obligations. Even after termination or expiration of this agreement, each party shall

pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and

refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.

No Further Liability. On termination or expiration of this agreement, neither party will be liable to the other party, except for liability

that arose before the termination or expiration of this agreement, or

arising after the termination or expiration of this agreement and in connection with sections [CONFIDENTIALITY][TAXES], or [TERMINATION].

Effect of Termination

Termination of Obligations. Subject to paragraph [PAYMENT OBLIGATIONS], on the expiration or termination of this agreement, each party's rights and obligations under this agreement will cease immediately.

Payment Obligations. On the expiration or termination of this agreement, each party shall

pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and

refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.

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].

Definitions

"Books and Records" means all books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, lists of parties to and prospects for franchise agreements, supplier lists, production data, quality control records and procedures, customer complaints, inquiry files, research, development files, records, data (including all correspondence with any Governmental Authority), sales material and records (including pricing history and sales and pricing policies and practices), strategic plans, marketing and promotional surveys, and material, research, and files relating to the intellectual property.

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

"Compensation" is defined in section [COMPENSATION].

"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. 

"Effective Date" is defined in the introduction to this agreement.

"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.

"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

(f) 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).

"Non-Solicitation Period" is defined in section [NON-SOLICITATION].

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

"[Services]" is defined in section [SERVICES OBLIGATION].

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, 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 Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

"Term" is defined in section [TERM].

"Work Product" is defined in section [SERVICES OBLIGATION].

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.

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

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

Binding Effect. This [agreement /plan] will benefit and bind the parties and their respective heirs, successors, and permitted assigns.

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.

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. 

Remedies Cumulative. Except as expressly provided elsewhere in this agreement, each party's rights and remedies  under this agreement are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.

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

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Equitable Relief. The parties acknowledge that if either party violates the specific obligations of this agreement, it could lead the other party to suffer irreparable harm, that is, harm for which monetary damages would be an inadequate remedy. Further, the parties acknowledge that if in order to obtain [TYPE OF EQUITABLE RELIEF REQUESTED] the injured party was required to prove irreparable harm, the delay needed to prove irreparable harm could increase the harm the injured party would suffer. Therefore, parties intend that if either party violates the specific obligations of this agreement, then for the purposes of determining whether to grant equitable relief any court should assume that that violation would cause injured party irreparable harm.

Equitable Relief

Acknowledgment of Irreparable Harm. The parties acknowledge that breach or threatened breach of any of the obligations in this agreement would result in irreparable harm to the non-breaching party that cannot be adequately relieved solely by monetary damages.

Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and hereby agree that after such breach, the non-breaching party may request from a court any applicable equitable remedies, including injunctive relief, without the need to post any security.

Equitable Relief

Acknowledgment of Irreparable Harm. Each party acknowledges that its breach or threatened breach of its obligations under sections [CONFIDENTIALITY], [NON-COMPETITION], and [NON-SOLICITATION][INCLUDE OTHER SPECIFIC OBLIGATIONS] would result in irreparable harm to the other party that cannot be adequately relieved by money damages alone.

Intent to Allow for Equitable Remedies. Accordingly, the parties hereby acknowledge their mutual intent that after any breach of the obligations listed in the paragraph directly above, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for that party to post any security.

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. 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].

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].

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].

Dispute Resolution. Any controversy or claim arising out of this agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in [STATE], according to the rules of the American Arbitration Association then in effect, and by [NUMBER OF ARBITRATORS] arbitrators[s].

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

Arbitrator's Authority. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

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

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

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

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Appointment of Arbitrators. Arbitration will be determined by three arbitrators, one appointed by [PARTY A], one appointed by [PARTY B], and the third will be appointed by the first two arbitrators.

Failure to Appoint Arbitrators. If either [PARTY A] or [PARTY B] fails to appoint an arbitrator within [NUMBER OF DAYS] of a request in writing by the other to do so, or if the first two arbitrators cannot agree on the appointment of a third arbitrator within [NUMBER OF DAYS] after the second arbitrator is designated, then such arbitrator will be appointed by the American Arbitration Association.

Procedure. The arbitration will be conducted promptly and expeditiously and in accordance with the rules of the American Arbitration Association.

Arbitration Expenses. The parties shall bears the expenses of the arbitrator(s) equally.

Dispute Resolution

Mediation. Any disputes not resolved by negotiation will be subject to mediation under the [American Arbitration Association's Mediation Rules] as a condition precedent to the filing of any litigation.

Either party may commence the mediation process by providing to the other party written notice, listing the subject of the dispute, claim or controversy and the relief requested.

Within ten 10 days after the receipt of the foregoing notice, the other party shall deliver a written response to the initiating party's notice.

Mediation will be held at a mutually agreeable location[ within the State where the contract is performed].

The initial mediation session will be held within 30 days after the initial notice.

The parties agree to share equally the expenses of the mediation (which will not include the expenses incurred by each party for its own legal representation in connection with the mediation).

Arbitration. Any disputes not resolved by mediation within [45] days after initiation of the mediation procedure will be resolved by arbitration under the American Arbitration Association's Arbitration Rules in a court of competent jurisdiction where the [contract is performed]

The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

The arbitration will be conducted by an arbitrator experienced in [ARBITRATOR EXPERIENCE] and will include a written record of the arbitration hearing. The parties reserve the right to object to any individual who will be employed by or affiliated with a competing organization or entity.

The place of arbitration will be [CITY, STATE].

Litigation. If the dispute has not been resolved by non-binding means as provided herein within [90] days of the initiation of such procedure, this agreement does not preclude either party from initiating litigation [on [00] days written notice to the other party]; provided, however, that if one party has requested the other to participate in a non-binding procedure and the other has failed to participate, the requesting party may initiate litigation before expiration of the above period.

Force Majeure. A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is

 beyond the reasonable control of a party,

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

 could not reasonably have been foreseen or provided against, but

will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

20.10. Force Majeure

(a) No Liability. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

(b) Best Efforts to Cure. In the event of a threatened default or default as a result of any cause beyond its reasonable control, the defaulting party shall nonetheless exercise its best efforts to avoid and cure such default.

(c) Right to Terminate. In the event such an event prevents performance thereunder for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate this Agreement and/or cancel or suspend any Purchase Orders thereunder by a written notice to the defaulting party.

Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

Acknowledgement of Contract Terms. [PARTY B] acknowledges that it

has read this agreement,

understands its terms,

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

has signed this agreement voluntarily.

Advice of Counsel. [PARTY A] has advised [PARTY B] to review this agreement with an attorney of its choosing before signing this agreement, and [PARTY B] has had a reasonable period of time to do so.

Acknowledgement of Terms. Each party acknowledges that it

has read this agreement,

understands the terms of this agreement,

has had the opportunity to consult[ and has consulted] with independent legal counsel in connection with this agreement, and

has signed this agreement voluntarily.

1. Acknowledgement of Contract Terms. Before signing this agreement, the [PARTY B]

(a) has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

(b) has carefully read and fully understands all its terms,

(c) has been advised by the [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

(d) knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by the [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms.

Acknowledgement of Contract Terms. Before signing this agreement, [PARTY B]

has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

has carefully read and fully understands all its terms,

has been advised by [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms. 

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]