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Software Integration Agreement

This Software Integration Agreement is made on [EFFECTIVE DATE] (the "Effective Date") between [PARTY A NAME], with its principal place of business at [PARTY A ADDRESS], and [PARTY B NAME], with its principal place of business at [PARTY B ADDRESS].

Subscription and Support Agreement

This Subscription and Support Agreement is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

The parties agree to the terms of this agreement.

Support and Maintenance Agreement

This Support and Maintenance is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

The parties agree to the terms of this agreement.

Amendment to [AGREEMENT NAME]

This amendment (the "Amendment") to the [AGREEMENT NAME] dated [EFFECTIVE DATE OF AGREEMENT] (the "Agreement") is made on [AMENDMENT EFFECTIVE DATE] between [PARTY A NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY B ADDRESS] (the "[PARTY B ABBREVIATION]").

Secretary's Certificate / Incumbency

Filing Form: [FORM AND ACCESSION NUMBER]

File Date: 

Exhibit: 

EXECUTION VERSION

[PARTY A NAME], as [PARTY A FILING CAPACITY],

and

[PARTY B NAME], as [PARTY B FILING CAPACITY].

Carrier Service Agreement

This Carrier Service Agreement is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

RECITALS:

A. [PARTY A] provides telecommunications services identified on Exhibit A attached hereto and incorporated herein by this reference and

B. [PARTY B] desires to purchase, upon the terms and conditions set forth in this Agreement, telecommunications services from [PARTY A].

The parties agree to the terms of this agreement

 Integration Services

Scope of Services

Task Order(s). [PARTY B] shall perform the Services and provide the Deliverables described in each Task Order (the "TO") authorized in writing by the [PARTY A], which, upon its entry, shall be attached hereto as an Exhibit and incorporated herein by reference to be binding upon the parties. 

Implementation Methodology. [PARTY B] shall perform its Services in accordance with the implementation methodology attached hereto as Exhibit C.

System Architecture. [PARTY B] shall perform its Services to be compliant with the system architecture described in the architectural diagram provided in each applicable TO. 

Project Management

Project Team. Each party shall provide the personnel from their respective organizations that satisfy the roles, responsibilities, skill set requirements, and time commitments described in each applicable TO (the "Project Team").

Project Organization. The Project Team shall be organized in accordance with the Project organization chart provided in each applicable TO.

Project Reporting and Records

Status Reports. Utilizing the form of Report attached as Exhibit E, [PARTY B] shall submit Project status reports to the Project Steering Committee and the Project Manager no less than once per week. 

Records. [PARTY B] shall maintain accurate records, reports, and logs of all matters and activity that relate to the Services, the Project, and this Agreement for inspection by Client at any time during the term of this Agreement. All such documents shall be the property of the [PARTY A].

Project Plan. [PARTY B] agrees to perform the Services in accordance with the Project Plan attached to each applicable TO, as updated from time to time with [PARTY A]'s approval.

Duties of Client 

[PARTY A] agrees to provide the equipment, data, information, workspace, [PARTY A] deliverables, and personnel identified in each applicable TO. 

Unless a specific response time is otherwise required in a TO, the [PARTY A] shall provide required information and make decisions in a reasonably expeditious and timely manner.

Change Order Process

If [PARTY A] or [PARTY B] desire to change, modify or supplement the Services defined under this Agreement, the requesting party shall request such changes, modifications or supplemental actions pursuant to a Change Order in the form attached hereto as Exhibit F and incorporated herein for all purposes (the "Change Order"). In order for such Change Order to become effective and prior to any work being performed under a Change Order, the [PARTY B] and [PARTY A] must mutually agree in writing to the changes or modifications to the Services as set forth in the applicable Change Order (e.g. schedule, budget, Deliverables, and acceptance criteria). In the event the parties agree to the new terms and conditions of the Change Order, the parties shall each execute the Change Order reflecting such agreement. 

No Change Order shall become effective unless authorized in writing by on behalf of the [PARTY A] and by on behalf of the [PARTY B]

Deliverable Acceptance Process

[PARTY B] will deliver each completed Deliverable on or before the applicable Due Date set forth in the applicable TO.

Upon delivery, [PARTY A] shall have () [a]business days (the "Acceptance Period") to accept or reject the Deliverable, based on the Acceptance Criteria established for that Deliverable in the applicable TO.

If [PARTY A] notifies [PARTY B] that it has rejected the Deliverable, [PARTY A] shall provide written notice, within such business day period, specifying the basis of the deficiency.

If [PARTY A] notifies [PARTY B] that [PARTY A] has rejected the Deliverable, [PARTY B] shall remedy the non-compliance no later than () business days from the date of notification.

Upon delivery of the remedied Deliverable, [PARTY A] shall then have () business days to accept or reject the Deliverable, based on the requirements and acceptance criteria for that Deliverable, as described above.

If [PARTY A] once again rejects such Deliverable, [PARTY A] will have the option of terminating the Agreement and/or the applicable TO. If [PARTY A] fails to reject any Deliverable within the Acceptance Period, in writing specifying the deficiency, [PARTY A] shall be deemed to have accepted such Deliverable as of the () business day of the Acceptance Period. Acceptance shall be formalized and communicated only upon the entry of a written acceptance document signed by the authorized Acceptor identified in the TO. Verbal acceptance shall not be a valid method of [PARTY A] acceptance.

16. License Grant. Supplier grants Customer a non-exclusive license to use the version or release of the Supplier-branded software listed in the Order. Permitted use is for internal purposes only (and not for further commercialization), and is subject to any specific software licensing information that is in the software product or its Supporting Material. For non-Supplier branded software, the third party's license terms will govern its use.

16.2. License Restrictions. The Supplier may monitor use/license restrictions remotely and, if Supplier makes a license management program available, Customer agrees to install and use it within a reasonable period of time. Customer may make a copy or adaptation of a licensed software product only for archival purposes or when it is an essential step in the authorized use of the software. Customer may use this archival copy without paying an additional license only when the primary system is inoperable. Customer may not copy licensed software onto or otherwise use or make it available on any public external distributed network. Licenses that allow use over Customer's intranet require restricted access by authorized users only. Customer will also not modify, reverse engineer, disassemble decrypt, decompile or make derivative works of any software licensed to Customer under this Agreement unless permitted by statute, in which case Customer will provide Supplier with reasonably detailed information about those activities.

16.4. License Transfer. Customer may not sublicense, assign, transfer, rent or lease the software or software license except as permitted by Supplier. Supplier-branded software licenses are generally transferable subject to Supplier's prior written authorization and payment to Supplier of any applicable fees. Upon such transfer, Customer's rights shall terminate and Customer shall transfer all copies of the software to the transferee. Transferee must agree in writing to be bound by the applicable software license terms. Customer may transfer firmware only upon transfer of associated hardware.

16.1. Updates. The Customer may order new software versions, releases or maintenance updates ("Updates"), if available, separately or through a Supplier software support agreement. Additional licenses or fees may apply for these Updates or for the use of the software in an upgraded environment. Updates are subject to the license terms in effect at the time that the Supplier makes them available to the Customer.

16.3. License Term and Termination. Unless otherwise specified, any license granted is perpetual, provided however that if Customer fails to comply with the terms of this Agreement, Supplier may terminate the license upon written notice. Immediately upon termination, or in the case of a limited-term license, upon expiration, Customer will either destroy all copies of the software or return them to Supplier, except that Customer may retain one copy for archival purposes only.

16.5. License Compliance. Supplier may audit Customer compliance with the software license terms. Upon reasonable notice, Supplier may conduct an audit during normal business hours (with the auditor's costs being at Supplier's expense). If an audit reveals underpayments then Customer will pay to Supplier such underpayments. If underpayments discovered exceed five (5) percent of the contract price, Customer will reimburse Supplier for the auditor costs.

1. Grant of License. Licensor grants to Licensee a limited, non-transferable, royalty-free license to use the Licensed Technology in accordance with the terms of this Agreement.

1.  Fees

1.1. Initial Fee. The [PARTY B] shall pay the [PARTY A] an Initial Fee of  $ [INITIAL FEE], due within [FEE DUE PERIOD] business days' of the effective date of this agreement.

1.2. Royalty Fees. The [PARTY B] shall pay the [PARTY A] the Royalty Fee of [ROYALTY FEE PERCENTAGE] percent of the net sales of the [Licensed Goods / Franchise Location] every Payment Period, due within [ROYALTY FEE DUE PERIOD] business days' of the end of the applicable Payment Period.

1.3. Minimum Fee. If the Royalty Fees for any given Payment Period would be less than $ [ROYALTY FEE THRESHOLD], instead of paying the [Royalty Fees] to the [PARTY A], the [PARTY B] will pay the Minimum Royalty of $ [MINIMUM ROYALTY FEE].

1.4. Payment Period. A Payment Period in this agreement is [PAYMENT PERIOD] ("Payment Period").

1.5. Taxes. The [PARTY B] will be responsible for any taxes, import or export fees, duties, or similar charges related to the fees paid to the [PARTY A].

1.  Fees

1.1. Initial Fee. The [PARTY B] shall pay the [PARTY A] an Initial Fee of  $[INITIAL FEE], due within [FEE DUE PERIOD] business days' of the effective date of this agreement.

1.2. Royalty Fees. The [PARTY B] shall pay the [PARTY A] the Royalty Fee of [ROYALTY FEE PERCENTAGE] percent of the net sales of the [Licensed Goods / Franchise Location] every Payment Period, due within [ROYALTY FEE DUE PERIOD] business days' of the end of the applicable Payment Period.

1.3. Payment Period. A Payment Period in this agreement is [PAYMENT PERIOD] ("Payment Period").

1.4. Taxes. The [PARTY B] will be responsible for any taxes, import or export fees, duties, or similar charges related to the fees paid to the [PARTY A].

Fees[PARTY A] shall pay [PARTY B] according to the fee schedule listed in [NAME OF FEE SCHEDULE], attached to this agreement

1.  Fees

1.1. Initial Fee. The [PARTY B] shall pay the [PARTY A] an Initial Fee of  $ [INITIAL FEE], due within [FEE DUE PERIOD] business days' of the effective date of this agreement.

1.2. Royalty Fees. The [PARTY B] shall pay the [PARTY A] the Royalty Fee of [ROYALTY FEE PERCENTAGE] percent of the net sales of the [Licensed Goods / Franchise Location] every Payment Period, due within [ROYALTY FEE DUE PERIOD] business days' of the end of the applicable Payment Period.

1.3. Payment Period. A Payment Period in this agreement is [PAYMENT PERIOD] ("Payment Period").

1.4. Taxes. The [PARTY A] will be responsible for any taxes, import or export fees, duties, or similar charges related to the fees paid to the [PARTY A].

Term. This agreement begins on [EFFECTIVE DATE], and will continue until terminated.

Term. This agreement begins on [EFFECTIVE DATE] and will continue until [TERMINATION CONDITION OR EVENT], unless terminated earlier.

Term

Initial Term. The "Initial Term" of this agreement begins on [EFFECTIVE DATE] and will continue for [TERM YEARS] years, unless terminated earlier.

Renewal Term. Following the Initial Term, the [PARTY B] may renew this agreement for successive "Renewal Terms" of [RENEWAL YEARS] length, unless terminated earlier, by giving the [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] business days before the end of the Current Term.

Current Term. The "Current Term" of this agreement means either the Initial Term or the then-current Renewal Term.

 Term. The term of this agreement begins on [EFFECTIVE DATE], and will continue for [TERM YEARS] years, unless terminated earlier ("Term").

Term

Initial Term. The "Initial Term" of this agreement will begin on [EFFECTIVE DATE] and continue for [TERM MONTHS] months, unless terminated earlier.

Renewal Terms

Following the Initial Term. At the expiration of the Initial Term, this agreement will automatically renew for a renewal term of [RENEWAL TERM] months length ("Renewal Term"), unless terminated earlier.

Following a Renewal Term. At the expiration of the then current Renewal Term, this agreement will automatically renew for a another Renewal Term, unless terminated earlier.

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Current Term.

Current Term. "Current Term" means either the Initial Term or the then current Renewal Term.

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 in accordance with its terms.

Representations

Mutual Representations.The parties represent to each other as follows, acknowledging that the other party is relying on these 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 in accordance with its terms.

No Conflicts. The parties are not under any restriction of obligation that may affect the performance of its obligations under this agreement.

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

its articles, by-laws, 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 to conduct its business as it is now carried on.

No Disputes or Proceedings. [Except as disclosed in the Pending Litigation Schedule] 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.

Transferor’s Representations:

Disclosure Schedule. Attached is the [TRANSFERRING PARTY]’s Disclosure Schedule, listing all property to be transferred under this agreement, including any exceptions to the [TRANSFERRING PARTY]’s other representations under this agreement relating to each property.

Ownership. [Except as disclosed in the Disclosure Schedule] The [TRANSFERRING PARTY] is the sole owner of the [TRANSFERRED PROPERTY], free of claims by any other person. The [TRANSFERRED PROPERTY] is free of any obligations, liens, licenses, or other claims or potential claims by any third party.

Legal Right. The [TRANSFERRING PARTY] has the [exclusive] right to transfer the [TRANSFERRED PROPERTY] to the [RECEIVING PARTY].

No Prior Transfer. The [TRANSFERRING PARTY] has not sold, transferred, or assigned, and is not obligated to sell, transfer, or assign any of the [TRANSFERRED PROPERTY] to the [RECEIVING PARTY].

No Infringement. Neither the [TRANSFERRING PARTY]’s nor the [RECEIVING PARTY]’s use of the [TRANSFERRED PROPERTY] under this agreement infringes on or constitutes a misappropriation of the intellectual property or other rights of any person.

Intellectual Property

Preexisting Intellectual Property. Each party will retain exclusive interest in and ownership of its Intellectual Property existing prior to this agreement or developed outside the scope of this agreement.

Independently Developed Intellectual Property. Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party.

Jointly Developed Intellectual Property. In the event that the parties jointly develop Intellectual Property, the parties shall engage in good faith negotiations to establish their respective rights. In the event the parties cannot reach an agreement with regard to such jointly developed property, each party will have equal ownership and rights in such intellectual property, without further obligation and without a duty to account to the other party.

Intellectual Property Definition"Intellectual Property" means any and all of the following in any jurisdiction throughout the world (a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing; (b) copyrights, including all applications and registrations related to the foregoing; (c) trade secrets and confidential know-how; (d) patents and patent applications; (e) websites and internet domain name registrations; and other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing). 

Intellectual Property 

Each Party Retains Intellectual Property. Each party will retain exclusive interest in and ownership of its Intellectual Property existing prior to this agreement or developed outside the scope of this agreement.

Intellectual Property Definition"Intellectual Property" means any and all of the following in any jurisdiction throughout the world (a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing; (b) copyrights, including all applications and registrations related to the foregoing; (c) trade secrets and confidential know-how; (d) patents and patent applications; (e) websites and internet domain name registrations; and other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing). 

Confidentiality

Confidentiality Obligations. The receiving party shall hold in confidence all Confidential Information that the disclosing party discloses to it under this agreement.

Use Solely for Purpose. A receiving party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Confidentiality

Confidentiality Obligations. Each party (as a "Receiving Party") shall hold in confidence all Confidential Information that the other party (as a "Disclosing Party") discloses to it under this agreement.

Use Solely for Purpose. A Receiving Party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Non-Disclosure. A Receiving Party may not disclose Confidential Information to any third party, except to the extent:

as permitted by this agreement; or

as required by Law.

Notice. A Receiving Party shall notify the Disclosing Party if the Receiving Party:

is required by Law to disclose any Confidential Information; or

learns of any unauthorized disclosure of Confidential Information.

 Non-Disclosure of Agreement and Purpose. Neither party may disclose to any third-party the existence of this agreement[, the Transaction, or the Purpose,] without prior written consent of the other party.

Confidentiality Obligations

Non-Disclosure of Transaction, Agreement, and Purpose. Neither party may disclose to any third  party the existence of this agreement, the Transaction, or the Purpose, without written consent of the other party.

Confidential Information

Hold Confidential Information in Confidence. 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 Confidential Information Solely for Purpose. A Receiving Party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Non-Disclosure of Confidential Information. A Receiving Party may not disclose Confidential Information to any third party, except to the extent:

permitted by this agreement; or

required by Law.

Notice on Disclosure of Confidential Information. A Receiving Party shall notify the Disclosing Party if the Receiving Party:

is required by Law to disclose any Confidential Information; or

learns of any unauthorized disclosure of Confidential Information.

Insurance. The Service Provider shall maintain on behalf of itself and cause each of its subcontractors or others utilized by the Service Provider and for whom the Service Provider has assumed responsibility to maintain, the following:

Commercial General Liability Insurance. Commercial general liability insurance covering liability imposed by law arising from bodily injury, death or property damage, with minimum combined limits of not less than $[5 million] for each loss and in the aggregate.

Technology Professional Liability Insurance. Technology Professional Liability Insurance with a combined single limit of $[1 million] per occurrence and $[2 million] annual aggregate for damages caused by error, omission or negligent acts related to any Services to be provided under this agreement.

Workers' Safety Insurance. Workers' safety insurance or equivalent coverage as required by applicable law.

Insurance

Mutual Insurance. Each party shall maintain for the duration of this agreement the types of insurance customary and appropriate for such agreements, in the amount necessary or required by law, whichever is less, to cover its obligations and responsibilities under this agreement.

Proof of Insurance. On the other party's request, each party shall deliver to the other party 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, that party shall promptly notify the other party.

Termination

Termination on 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 commits any material breach or material default in the performance of this agreement, and

the breach or default continues for a period of [BREACH CONTINUATION DAYS] business days' after the injured party delivers notice to the breaching party reasonably detailing the breach or default.

Termination on Insolvency. Either party may terminate this agreement with immediate effect on the other party's insolvency, bankruptcy, receivership, dissolution, or liquidation.

Effect of Termination

Termination of Obligations. Subject to section [REMAINING OBLIGATIONS], n termination or expiration of this agreement, all rights and obligations of the parties under this agreement will cease immediately.

Remaining Obligations. However, even after termination or expiration each party shall:

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

refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered; and

return or destroy all documents, materials, and any other proprietary information, including all Confidential Information, received from the other party under this agreement.

No Further Liability. On termination or expiration of this agreement, there will be no further liability on behalf of either party, except for:

liability related to any material breach of a party's obligations, representations, warranties, or covenants under this agreement;

liability arising out of section [CONFIDENTIALITY];

liability arising out of section [TRANSFER TAXES];

liability arising out of section [TERMINATION].

Indemnification

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

Notice. The [PARTY B] shall promptly notify the [PARTY A] of the Indemnifiable Proceeding and deliver to the [PARTY A] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding, before bringing a claim for indemnification. If the [PARTY B] fails to notify the [PARTY A] of the Indemnifiable Proceeding the [PARTY A] will be relieved of its indemnification obligations to the extent the [PARTY A] was prejudiced by the [PARTY B]'s failure.

Defense. In addition to indemnifying the [PARTY B] against all Indemnifiable Losses, the [PARTY A] may defend the [PARTY B] against the Indemnifiable Proceeding. To assume the defense, the [PARTY A] must promptly notify the [PARTY B] that it is doing so. 

Authority to Contest, Pay, or Settle. The [PARTY A] may contest, pay, or settle the Indemnifiable Proceeding without obtaining the [PARTY B]'s consent, only if the [PARTY A]'s decision (1) does not require the [PARTY B] to make any admission that it acted unlawfully, (2) does not effect any other legal proceeding against the [PARTY B], (3) provides that the claimant's monetary damages are paid in full by the [PARTY A], and (4) requires claimant release the [PARTY B] from all liability under the Indemnifiable Proceeding. 

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

Definitions

“Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against the [PARTY B] arising out of this agreement and relating to: 

any third party claim or proceeding brought against one party, including those based on product liability, infringement, use of goods or services, or personal injury or death;

any claim or proceeding brought by any governmental agency;

any claim alleging grossly negligent act or omission or willful conduct of the other party;

any claim arising from [specified covered claim(s)].

“Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

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

“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. The [PARTY A] need not indemnify the [PARTY B] against Indemnifiable Losses that are less than [MINIMUM INDEMNIFIABLE LOSS AMOUNT].

Maximum Indemnifiable Losses. The [PARTY A] need not indemnify the [PARTY B] against Indemnifiable Losses that are more than [MAXIMUM INDEMNIFIABLE LOSS AMOUNT].

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

Indemnification

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

Notice. The [PARTY B] shall promptly notify the [PARTY A] of the Indemnifiable Proceeding and deliver to the [PARTY A] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding, before bringing a claim for indemnification. If the [PARTY B] fails to notify the [PARTY A] of the Indemnifiable Proceeding the [PARTY A] will be relieved of its indemnification obligations to the extent the [PARTY A] was prejudiced by the [PARTY B]'s failure.

Defense. In addition to indemnifying the [PARTY B] against all Indemnifiable Losses, the [PARTY A] may defend the [PARTY B] against the Indemnifiable Proceeding. To assume the defense, the [PARTY A] must promptly notify the [PARTY B] that it is doing so. 

Authority to Contest, Pay, or Settle. The [PARTY A] may contest, pay, or settle the Indemnifiable Proceeding without obtaining the [PARTY B]'s consent, only if the [PARTY A]'s decision (1) does not require the [PARTY B] to make any admission that it acted unlawfully, (2) does not effect any other legal proceeding against the [PARTY B], (3) provides that the claimant's monetary damages are paid in full by the [PARTY A], and (4) requires claimant release the [PARTY B] from all liability under the Indemnifiable Proceeding. 

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

Definitions

“Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against the [PARTY B] arising out of this agreement and relating to:

any third party claim or proceeding brought against one party, including those based on product liability, infringement, use of goods or services, or personal injury or death;

any claim or proceeding brought by any governmental agency;

any claim alleging grossly negligent act or omission or willful conduct of the other party;

any claim arising from [specified covered claim(s)].

“Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

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

“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]. The [PARTY B] shall indemnify the [PARTY A] against all losses and expenses arising out of any proceeding:

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

that arises out of any breach by the [PARTY B] 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

that arises out of the Indemnifying Party's willful misconduct or gross negligence.

Indemnification

Direct Claim Indemnification. Each party (as "Indemnitor") shall indemnify the other party (as "Indemnitee") against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice. The Indemnitee shall promptly notify the Indemnitor of the Indemnifiable Proceeding, and deliver to the Indemnitor all legal pleadings and documents necessary to defend the Indemnifiable Proceeding, before bringing a claim for indemnification. If the Indemnitee fails to notify the Indemnitor of the Indemnifiable Proceeding, the Indemnitor will be relieved of its indemnification obligations to the extent the Indemnitor was prejudiced by the Indemnitee's failure.

Exclusive Remedy. The Indemnitee's right to indemnification is the exclusive remedies available in connection to Indemnifiable Proceedings.

Definitions

“Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against the Indemnitee arising out of this agreement and relating to:

any breach of any representation or warranty contained in this agreement;

any breach or violation of any covenant or other obligation under this agreement or applicable law;

any claim alleging grossly negligent act or omission or willful conduct of the other party.

(b) “Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

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

“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. The Indemnitor need not indemnify the Indemnitee against Indemnifiable Losses that are less than [MINIMUM INDEMNIFIABLE LOSS AMOUNT].

Maximum Indemnifiable Losses. The Indemnitor need not indemnify the Indemnitee against Indemnifiable Losses that are more than [MAXIMUM INDEMNIFIABLE LOSS AMOUNT].

Exclusions. The Indemnitor need not indemnify the Indemnitee against Indemnifiable Losses to the extent the Indemnitee acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

 Mutual Indemnification. Each party (as "Indemnitor") shall indemnify the other party (as "Indemnitee") against all losses arising out of any third-party proceeding and relating to this agreement.

Indemnification

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

Defense. In addition to indemnifying the [PARTY B] against all Indemnifiable Losses the [PARTY A] shall defend the [PARTY B] against any Indemnifiable Proceeding. The [PARTY A] shall reimburse the [PARTY B] for any resaonable Litigation Expenses incurred by the [PARTY B] in connection with the Indemnifiable Proceedings before the [PARTY A] assumes the defense of the Indemnifiable Proceeding, except for any expenses incurred by the [PARTY B]'s failure to promptly notify the [PARTY A] of the Indemnifiable Proceeding.

Authority to Contest, Pay, or Settle. The [PARTY A] shall obtain the [PARTY B]'s consent before making any decision to contest, pay, or settle an Indemnifiable Proceeding.

Non-Exclusive Remedy. The [PARTY B]'s right to indemnification is not exclusive, but in addition to any other remedies available to the [PARTY B].

Definitions

“Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against the [PARTY B] arising out of this agreement and relating to:

any third party claim or proceeding brought against one party, including those based on product liability, infringement, use of goods or services, or personal injury or death;

any claim or proceeding brought by any governmental agency;

any claim alleging grossly negligent act or omission or willful conduct of the other party;

any claim arising from [specified covered claim(s)].

“Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

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

“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.

1.  Limitation on Liability

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

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

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

1.  Limitation on Liability

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

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

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

 Limitation on Liability.

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

 Maximum Liability

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

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

1.  Limitation on Liability

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

1.2. Maximum Liability

(a) The [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

(b) The [PARTY B]'s liability under this agreement will not exceed the total amount paid to the [PARTY B] over the six months preceeding the claim giving rise to liability.

1.3. Excluded Claims

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

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

General Provisions

Entire Agreement. This agreement (together with the documents [referred to in this Agreement] [listed on Exhibit A]) constitute(s) the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations and understandings of the parties, written or oral.

Entire Agreement. This agreement, together with the attached exhibits and schedules, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, understandings, inducements, or conditions between the parties[, other than the Confidentiality Agreement]. This agreement supersedes anyinconsistent course of performance or usage of the trade.

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

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

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 or any of their rights or obligations under this agreement without the prior written consent of the other party.

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

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

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.

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

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

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.

1.1.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

(a) beyond the reasonable control of a party,

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

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

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

1.1. 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.

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

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]

Overview

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