Integration Services Agreement

Integration Services Agreement

This Integration Services 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].)

Integration Services

Scope of Services

Services Described in Task Orders[PARTY B] shall perform the Services and provide the Deliverables to [PARTY A] that are described in each task order between the parties (each one, a "TO").

Execute and Attach Task Orders. The parties shall execute each TO in writing, signed by each party, and attach each one to this agreement, each TO listing the particulars of each project, including the Services, Deliverables, schedule, budget, and acceptance criteria of the project

Implementation Methodology. [PARTY B] shall perform its Services in accordance with the implementation methodology attached to this agreement as [ATTACHMENT].

System Architecture. [PARTY B] shall perform its Services in compliance 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 (each team of personnel, a "Project Team").

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

Project Reporting and Records

Status Reports. [PARTY B] shall submit project status reports to [PARTY A] at least once a week, using the example report form attached to this agreement as [ATTACHMENT]

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, and allow [PARTY A] to inspect those records, reports, and logs.

Project Plan. [PARTY B] shall perform each of the Services in accordance with the applicable TO's project plan.

Duties of Client 

Provide Equipment[PARTY A] shall provide [PARTY B] the equipment, data, information, workspace, [PARTY A] deliverables, and personnel identified in each TO. 

Provision of Information and Decision-Making. Unless specified otherwise in a TO, [PARTY A] shall provide the required information and make decisions in a reasonably expeditious and timely manner.

Change Order Process

Propose Changes to Services. Either party may request to change or supplement any of the Services under this agreement by submitting a change order to the other party, including any changes to the schedule, budget, Deliverables, or Acceptance Criteria), on the form attached to this agreement on [ATTACHMENT]

Change Orders Effective When Signed. A change order will only be effective and the proposed changes binding on the parties when the change order is signed by each party. 

Deliverable Acceptance Process

Initial Delivery[PARTY B] shall deliver each completed Deliverable on or before the applicable due date listed in the applicable TO.

Initial Acceptance Period. On delivery, [PARTY A] may have [ACCEPTANCE PERIOD DAYS] Business Days to accept or reject the Deliverable, based on the Acceptance Criteria established for that Deliverable in the applicable TO.

Rejection[PARTY A] may reject a Deliverable for failing to meet the Acceptance Criteria by providing [PARTY B] written notice before the end of the acceptance period and specifying the basis of the rejection.

Remedy and Re-Deliver Non-Complying Deliverables. If [PARTY A] notifies [PARTY B] that [PARTY A] has rejected the Deliverable, [PARTY B] shall remedy the failure and re-deliver the Deliverable within [CURE PERIOD] Business Days after receiving [PARTY A]'s notice

Acceptance of Re-Delivery. On delivery of the remedied Deliverable, [PARTY A] may have [ACCEPTANCE PERIOD DAYS] Business Says to accept or reject the Deliverable, based on the requirements and acceptance criteria for that Deliverable, as described above.

Termination for Repeated Failure. If [PARTY A] rejects remedied Deliverables, [PARTY A] may terminate this agreement or the applicable TO.

Deemed Acceptance. If [PARTY A] does not reject a Deliverable in writing within the acceptance period, [PARTY A] will be deemed to have accepted that Deliverable at the expiration of the acceptance period. 

Services

[PARTY B]'s ServicesAs [PARTY A]'s exclusive financial advisor, [PARTY B] shall provide  financial and logistical services and advice to [PARTY A] and assist its management, legal counsel, accountants, and other advisors in connection with the Contemplated Transaction and related issues, including, as necessary or reasonably requested by [PARTY A], including the following.

Study Operations. [PARTY B] shall study and review the business, operations, and historical financial performance of [PARTY A] (based upon management’s forecast of financial performance) so as to enable [PARTY B] to provide advice to [PARTY A].

Understand Business Needs. [PARTY B] shall build an understanding of [PARTY A]'s business strategy, competitive landscape, financial history, and future projections, funding needs, proposed use of the funds (if they are obtained), and related matters.

Formulate Strategy. [PARTY B] shall assist [PARTY A] in attempting to formulate the best strategy to meet [PARTY A]'s working capital and capital resource needs.

Prepare Business Plan. [PARTY B] shall prepare a business plan that includes an executive summary, summary of strategic vision, financial history, projections, use of funding, executive biographies, and other information as needed.

List of Potential Investors. [PARTY B] shall cultivate a list of targeted potential investors from publicly available angel investor sources and its own professional contacts.

Introductions to Lenders and Investors. [PARTY B] shall introduce [PARTY A] to potential lenders of funds as well as to potential investors (whether the potential investment is in the form of debt or equity financing, or some combination of debt and equity).

Structure Transactions. [PARTY B] shall assist in the formulation of the terms and structure of any Contemplated Transaction.

Present Contemplated Transactions. [PARTY B] shall assist in the presentation to the Board of any Contemplated Transaction.

Recommend Professional Connections. [PARTY B] shall recommend other professionals (attorneys, accountants, industry specialists) on an as needed basis.

Additional Investment Banking Services. [PARTY B] shall provide other financial advisory and investment banking services in connection with any conversions, offerings, exchanges, or other aspects of a Contemplated Transaction as may be agreed upon by the parties.

[PARTY A]'s Acknowledgment Regarding Completed Transactions[PARTY A] acknowledges

that there is no guarantee or assurance made by [PARTY B] that a Completed Transaction will ever be achieved,

[PARTY B]’s duty to [PARTY A] is to perform its obligations under this agreement in a timely and professional manner, and

[PARTY B] will have no liability to [PARTY A] if Completed Transaction is not consummated.

Software License Grant. [PARTY B] hereby grants [PARTY A] a revokable, non-exclusive, non-transferable, non-sublicensable license to use [PARTY B] Intellectual Property included in the Deliverables, only for [PARTY A]'s own internal use. 

Fees[PARTY B] shall pay the required fees under each [statement of work / Purchase Order / TO] to [PARTY A] in accordance with the payment terms.

9. Subscription Fees. The Customer shall pay to the Company the subscription fees set forth in Schedule [C].

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

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

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

Late Payments

Right to Suspend. If [PARTY B] fails to make payments when due [three] times over any [six]-month period, [PARTY A] may suspend the [DELIVERABLE] until [PARTY B] pays all outstanding fees plus a $[REINSTATEMENT FEE] reinstatement fee.

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

Late Payments

Right to Suspend. If [PARTY B] fails to make payments when due [three] times over any [six]-month period, [PARTY A] may suspend the [DELIVERABLE] until [PARTY B] pays all outstanding fees.

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

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

Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Term").

Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue until terminated (the "Term").

Term. This agreement begins on [the Effective Date] and will continue until [CONDITION / EVENT / FULFILLMENT OF ORDER / COMPLETION OF SERVICES], unless terminated earlier (the "Term").

Term

Initial Term. The initial term of this agreement begins on [the Effective Date] and will continue for [TERM YEARS] years, unless terminated earlier (the "Initial Term").

Renewal Term by Notice. [PARTY B] may renew this agreement for successive renewal terms of [RENEWAL YEARS] length ("Renewal Terms"), unless terminated earlier, by giving [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] Business Days before the end of the Current Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Term

Initial Term. The initial term of this agreement will begin on [the Effective Date] and continue for [TERM MONTHS] months, unless terminated earlier (the "Initial Term").

Automatic RenewalSubject to paragraph [ELECTION NOT TO RENEW], at the end of each Term this agreement will automatically renew for a renewal term of [RENEWAL TERM MONTHS] months, unless terminated earlier ("Renewal Term").

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 Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Representations

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

Execution and Delivery. The parties have 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 may affect the performance of its obligations under this agreement.

No Violation. The Services and Deliverables do not and will not violate and Law.

Ownership. [PARTY B] owns or has the right to use all material used in connection with providing the Services and Deliverables.

No Infringement. The Services and Deliverables do not and will not infringe or misappropriate the Intellectual Property of a third party.

No Warranty

"As-Is". The [DELIVERABLE] are provided "as is," with all faults, defects, bugs, and errors.

No Warranty. Unless otherwise listed in this agreement, [PARTY A] does not make any warranty regarding the [DELIVERABLE]

No Other Warranties

"As-Is". The [Licensed] Software is provided "as is," with all faults, defects, bugs, and errors.

No Warranty. Unless otherwise listed in this agreement,

[PARTY B] does not make any warranty regarding the Services or Deliverables, which includes that 

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

Third Party Actions. [PARTY B] does not and cannot control the flow of data over internet services provided or controlled by third parties, and will not have any liability for losses or damages resulting from downtime or disruptions caused by third parties.

Intellectual Property

Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before 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. Except for rights expressly granted under this agreement,

nothing in this agreement will function to transfer any of either party's Intellectual Property rights to the other party, and

each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.

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. Nothing in this agreement will function to transfer any of either party's Intellectual Property rights to the other party.

Confidentiality

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

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

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

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

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

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

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

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

agree comply with the confidentiality obligations of this agreement.

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

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

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

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

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

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

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

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

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

Confidentiality

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

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

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

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

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

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

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

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

agree comply with the confidentiality obligations of this agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

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

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

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

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

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

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

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

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

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.

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

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].

Indemnification

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

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

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

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

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

arising out of the indemnifying party's

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

willful misconduct or gross negligence.

Notice and Failure to Notify

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

notify the indemnifying party of the indemnifiable proceeding, and

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

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

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

 Limitation on Liability

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

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

Limitation on Liability

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

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

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

Limitation on Liability

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

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

Limitation on Liability

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

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

Limitation on Liability

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

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

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

Limitation on Liability

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

Maximum Liability

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

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

Limitation on Liability

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

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

Limitation on Liability

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

Maximum Liability

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

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

Excluded Claims

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

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

Limitation on Liability

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

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

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

Definitions

"Acceptance Criteria" means the criteria listed in each TO that the Services or Deliverables under that TO must meet before [PARTY A] is obligated to accept those Services or Deliverables.

"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.

"Deliverables" means the various products and equipment [PARTY B] will provide listed in each TO.

"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, ordinance, treaty, decree, judgment, and

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

"Project Team" is defined in section [INTEGRATION SERVICES].

"Services" means the various services [PARTY B] will provide listed in each TO.

"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, stamp, 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].

"TO" is defined in section [INTEGRATION SERVICES].

Definitions 

"Affiliate" means for either party, at the time the determination is made, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with that party.

"Business Day" means any day Monday through Friday, but excluding any public holidays in the relevant territory.

"Equipment" means the supplies, Hardware, Third Party Hardware, Software, Third Party Software, and other deliverables [PARTY B] orders under 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), and

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

"Hardware" means the tangible equipment such as computers, server, spare parts, communication equipment, peripheral items, their components and shelters, including those components used to store any Software [PARTY B] supplies by Supplier, as further detailed in [PARTY A]'s price list attached to this agreement.

"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, ordinance, treaty, decree, judgment, and

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

"Person" includes

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

(b) any individual.

"Purchase Order" is defined in section [PURCHASE ORDERS AND STATEMENTS OF WORK].

"Project Manager" is defined in section [MANAGEMENT].

"Representative" includes, for any Person, that Person's employees, directors, officers, shareholders, owners, partners, subcontractors, agents, professional advisors, and any other authorized representatives.

"Service" means system customization, design, integration, implementation, localization, adaptation, consulting, and other services [PARTY B] orders from [PARTY A].

"Software" means [PARTY A]'s generic software product, provided in object code form.

"Software Update" means any change or addition to [PARTY A]'s object, source code, or documentation to correct errors or bugs in the Software, but does not include new or enhanced Software offerings.

"Software Upgrade" means a new Software release with a new version number, revising Software to introduce new features or improve operation or performance of the equipment over the previous Software release.

"Spare Parts" means replacement items for Hardware or Third Party Hardware.

"Statement of Work" is defined in section [PURCHASE ORDERS AND STATEMENTS OF WORK].

"System" means Hardware, Software, Third Party Hardware, and Third Party Software forming the system specified in the Statement of Work.

"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, stamp, 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.

"Third Party Hardware" means Hardware provided by a third Party via [PARTY A]

"Third Party Software" means software programs [PARTY A] licenses from a third party and sublicenses to [PARTY B], or which [PARTY B] licenses from a third party via [PARTY A].

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.

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.

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.

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. 

Governing Law.

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

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

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

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

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

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

Governing Law and Consent to Jurisdiction and Venue

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

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

Consent to Service. Each party hereby irrevocably

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

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

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

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. 

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.

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

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

Interpretation

References to Specific Terms

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

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

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

"Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that party, and

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

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

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

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

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

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

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

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

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]

Integration Services Agreement

This Integration Services 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].)

Integration Services

Scope of Services

Services Described in Task Orders[PARTY B] shall perform the Services and provide the Deliverables to [PARTY A] that are described in each task order between the parties (each one, a "TO").

Execute and Attach Task Orders. The parties shall execute each TO in writing, signed by each party, and attach each one to this agreement, each TO listing the particulars of each project, including the Services, Deliverables, schedule, budget, and acceptance criteria of the project

Implementation Methodology. [PARTY B] shall perform its Services in accordance with the implementation methodology attached to this agreement as [ATTACHMENT].

System Architecture. [PARTY B] shall perform its Services in compliance 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 (each team of personnel, a "Project Team").

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

Project Reporting and Records

Status Reports. [PARTY B] shall submit project status reports to [PARTY A] at least once a week, using the example report form attached to this agreement as [ATTACHMENT]

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, and allow [PARTY A] to inspect those records, reports, and logs.

Project Plan. [PARTY B] shall perform each of the Services in accordance with the applicable TO's project plan.

Duties of Client 

Provide Equipment[PARTY A] shall provide [PARTY B] the equipment, data, information, workspace, [PARTY A] deliverables, and personnel identified in each TO. 

Provision of Information and Decision-Making. Unless specified otherwise in a TO, [PARTY A] shall provide the required information and make decisions in a reasonably expeditious and timely manner.

Change Order Process

Propose Changes to Services. Either party may request to change or supplement any of the Services under this agreement by submitting a change order to the other party, including any changes to the schedule, budget, Deliverables, or Acceptance Criteria), on the form attached to this agreement on [ATTACHMENT]

Change Orders Effective When Signed. A change order will only be effective and the proposed changes binding on the parties when the change order is signed by each party. 

Deliverable Acceptance Process

Initial Delivery[PARTY B] shall deliver each completed Deliverable on or before the applicable due date listed in the applicable TO.

Initial Acceptance Period. On delivery, [PARTY A] may have [ACCEPTANCE PERIOD DAYS] Business Days to accept or reject the Deliverable, based on the Acceptance Criteria established for that Deliverable in the applicable TO.

Rejection[PARTY A] may reject a Deliverable for failing to meet the Acceptance Criteria by providing [PARTY B] written notice before the end of the acceptance period and specifying the basis of the rejection.

Remedy and Re-Deliver Non-Complying Deliverables. If [PARTY A] notifies [PARTY B] that [PARTY A] has rejected the Deliverable, [PARTY B] shall remedy the failure and re-deliver the Deliverable within [CURE PERIOD] Business Days after receiving [PARTY A]'s notice

Acceptance of Re-Delivery. On delivery of the remedied Deliverable, [PARTY A] may have [ACCEPTANCE PERIOD DAYS] Business Says to accept or reject the Deliverable, based on the requirements and acceptance criteria for that Deliverable, as described above.

Termination for Repeated Failure. If [PARTY A] rejects remedied Deliverables, [PARTY A] may terminate this agreement or the applicable TO.

Deemed Acceptance. If [PARTY A] does not reject a Deliverable in writing within the acceptance period, [PARTY A] will be deemed to have accepted that Deliverable at the expiration of the acceptance period. 

Services

[PARTY B]'s ServicesAs [PARTY A]'s exclusive financial advisor, [PARTY B] shall provide  financial and logistical services and advice to [PARTY A] and assist its management, legal counsel, accountants, and other advisors in connection with the Contemplated Transaction and related issues, including, as necessary or reasonably requested by [PARTY A], including the following.

Study Operations. [PARTY B] shall study and review the business, operations, and historical financial performance of [PARTY A] (based upon management’s forecast of financial performance) so as to enable [PARTY B] to provide advice to [PARTY A].

Understand Business Needs. [PARTY B] shall build an understanding of [PARTY A]'s business strategy, competitive landscape, financial history, and future projections, funding needs, proposed use of the funds (if they are obtained), and related matters.

Formulate Strategy. [PARTY B] shall assist [PARTY A] in attempting to formulate the best strategy to meet [PARTY A]'s working capital and capital resource needs.

Prepare Business Plan. [PARTY B] shall prepare a business plan that includes an executive summary, summary of strategic vision, financial history, projections, use of funding, executive biographies, and other information as needed.

List of Potential Investors. [PARTY B] shall cultivate a list of targeted potential investors from publicly available angel investor sources and its own professional contacts.

Introductions to Lenders and Investors. [PARTY B] shall introduce [PARTY A] to potential lenders of funds as well as to potential investors (whether the potential investment is in the form of debt or equity financing, or some combination of debt and equity).

Structure Transactions. [PARTY B] shall assist in the formulation of the terms and structure of any Contemplated Transaction.

Present Contemplated Transactions. [PARTY B] shall assist in the presentation to the Board of any Contemplated Transaction.

Recommend Professional Connections. [PARTY B] shall recommend other professionals (attorneys, accountants, industry specialists) on an as needed basis.

Additional Investment Banking Services. [PARTY B] shall provide other financial advisory and investment banking services in connection with any conversions, offerings, exchanges, or other aspects of a Contemplated Transaction as may be agreed upon by the parties.

[PARTY A]'s Acknowledgment Regarding Completed Transactions[PARTY A] acknowledges

that there is no guarantee or assurance made by [PARTY B] that a Completed Transaction will ever be achieved,

[PARTY B]’s duty to [PARTY A] is to perform its obligations under this agreement in a timely and professional manner, and

[PARTY B] will have no liability to [PARTY A] if Completed Transaction is not consummated.

Software License Grant. [PARTY B] hereby grants [PARTY A] a revokable, non-exclusive, non-transferable, non-sublicensable license to use [PARTY B] Intellectual Property included in the Deliverables, only for [PARTY A]'s own internal use. 

Fees[PARTY B] shall pay the required fees under each [statement of work / Purchase Order / TO] to [PARTY A] in accordance with the payment terms.

9. Subscription Fees. The Customer shall pay to the Company the subscription fees set forth in Schedule [C].

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

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

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

Late Payments

Right to Suspend. If [PARTY B] fails to make payments when due [three] times over any [six]-month period, [PARTY A] may suspend the [DELIVERABLE] until [PARTY B] pays all outstanding fees plus a $[REINSTATEMENT FEE] reinstatement fee.

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

Late Payments

Right to Suspend. If [PARTY B] fails to make payments when due [three] times over any [six]-month period, [PARTY A] may suspend the [DELIVERABLE] until [PARTY B] pays all outstanding fees.

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

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

Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Term").

Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue until terminated (the "Term").

Term. This agreement begins on [the Effective Date] and will continue until [CONDITION / EVENT / FULFILLMENT OF ORDER / COMPLETION OF SERVICES], unless terminated earlier (the "Term").

Term

Initial Term. The initial term of this agreement begins on [the Effective Date] and will continue for [TERM YEARS] years, unless terminated earlier (the "Initial Term").

Renewal Term by Notice. [PARTY B] may renew this agreement for successive renewal terms of [RENEWAL YEARS] length ("Renewal Terms"), unless terminated earlier, by giving [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] Business Days before the end of the Current Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Term

Initial Term. The initial term of this agreement will begin on [the Effective Date] and continue for [TERM MONTHS] months, unless terminated earlier (the "Initial Term").

Automatic RenewalSubject to paragraph [ELECTION NOT TO RENEW], at the end of each Term this agreement will automatically renew for a renewal term of [RENEWAL TERM MONTHS] months, unless terminated earlier ("Renewal Term").

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 Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Representations

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

Execution and Delivery. The parties have 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 may affect the performance of its obligations under this agreement.

No Violation. The Services and Deliverables do not and will not violate and Law.

Ownership. [PARTY B] owns or has the right to use all material used in connection with providing the Services and Deliverables.

No Infringement. The Services and Deliverables do not and will not infringe or misappropriate the Intellectual Property of a third party.

No Warranty

"As-Is". The [DELIVERABLE] are provided "as is," with all faults, defects, bugs, and errors.

No Warranty. Unless otherwise listed in this agreement, [PARTY A] does not make any warranty regarding the [DELIVERABLE]

No Other Warranties

"As-Is". The [Licensed] Software is provided "as is," with all faults, defects, bugs, and errors.

No Warranty. Unless otherwise listed in this agreement,

[PARTY B] does not make any warranty regarding the Services or Deliverables, which includes that 

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

Third Party Actions. [PARTY B] does not and cannot control the flow of data over internet services provided or controlled by third parties, and will not have any liability for losses or damages resulting from downtime or disruptions caused by third parties.

Intellectual Property

Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before 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. Except for rights expressly granted under this agreement,

nothing in this agreement will function to transfer any of either party's Intellectual Property rights to the other party, and

each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.

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. Nothing in this agreement will function to transfer any of either party's Intellectual Property rights to the other party.

Confidentiality

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

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

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

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

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

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

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

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

agree comply with the confidentiality obligations of this agreement.

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

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

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

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

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

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

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

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

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

Confidentiality

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

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

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

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

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

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

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

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

agree comply with the confidentiality obligations of this agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

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

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

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

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

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

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

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

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

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.

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

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].

Indemnification

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

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

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

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

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

arising out of the indemnifying party's

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

willful misconduct or gross negligence.

Notice and Failure to Notify

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

notify the indemnifying party of the indemnifiable proceeding, and

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

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

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

 Limitation on Liability

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

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

Limitation on Liability

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

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

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

Limitation on Liability

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

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

Limitation on Liability

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

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

Limitation on Liability

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

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

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

Limitation on Liability

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

Maximum Liability

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

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

Limitation on Liability

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

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

Limitation on Liability

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

Maximum Liability

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

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

Excluded Claims

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

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

Limitation on Liability

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

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

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

Definitions

"Acceptance Criteria" means the criteria listed in each TO that the Services or Deliverables under that TO must meet before [PARTY A] is obligated to accept those Services or Deliverables.

"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.

"Deliverables" means the various products and equipment [PARTY B] will provide listed in each TO.

"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, ordinance, treaty, decree, judgment, and

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

"Project Team" is defined in section [INTEGRATION SERVICES].

"Services" means the various services [PARTY B] will provide listed in each TO.

"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, stamp, 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].

"TO" is defined in section [INTEGRATION SERVICES].

Definitions 

"Affiliate" means for either party, at the time the determination is made, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with that party.

"Business Day" means any day Monday through Friday, but excluding any public holidays in the relevant territory.

"Equipment" means the supplies, Hardware, Third Party Hardware, Software, Third Party Software, and other deliverables [PARTY B] orders under 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), and

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

"Hardware" means the tangible equipment such as computers, server, spare parts, communication equipment, peripheral items, their components and shelters, including those components used to store any Software [PARTY B] supplies by Supplier, as further detailed in [PARTY A]'s price list attached to this agreement.

"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, ordinance, treaty, decree, judgment, and

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

"Person" includes

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

(b) any individual.

"Purchase Order" is defined in section [PURCHASE ORDERS AND STATEMENTS OF WORK].

"Project Manager" is defined in section [MANAGEMENT].

"Representative" includes, for any Person, that Person's employees, directors, officers, shareholders, owners, partners, subcontractors, agents, professional advisors, and any other authorized representatives.

"Service" means system customization, design, integration, implementation, localization, adaptation, consulting, and other services [PARTY B] orders from [PARTY A].

"Software" means [PARTY A]'s generic software product, provided in object code form.

"Software Update" means any change or addition to [PARTY A]'s object, source code, or documentation to correct errors or bugs in the Software, but does not include new or enhanced Software offerings.

"Software Upgrade" means a new Software release with a new version number, revising Software to introduce new features or improve operation or performance of the equipment over the previous Software release.

"Spare Parts" means replacement items for Hardware or Third Party Hardware.

"Statement of Work" is defined in section [PURCHASE ORDERS AND STATEMENTS OF WORK].

"System" means Hardware, Software, Third Party Hardware, and Third Party Software forming the system specified in the Statement of Work.

"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, stamp, 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.

"Third Party Hardware" means Hardware provided by a third Party via [PARTY A]

"Third Party Software" means software programs [PARTY A] licenses from a third party and sublicenses to [PARTY B], or which [PARTY B] licenses from a third party via [PARTY A].

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.

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.

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.

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. 

Governing Law.

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

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

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

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

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

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

Governing Law and Consent to Jurisdiction and Venue

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

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

Consent to Service. Each party hereby irrevocably

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

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

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

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. 

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.

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

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

Interpretation

References to Specific Terms

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

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

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

"Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that party, and

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

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

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

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

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

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

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

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

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]