Master Services Agreement

Master Services Agreement

This Master Services Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [SERVICE PROVIDER NAME], a [PROVIDER JURISDICTION] corporation with its principal place of business at [PROVIDER ADDRESS] ("[PARTY A]") and [CUSTOMER NAME], a [CUSTOMER JURISDICTION] corporation with its principal place of business at [CUSTOMER ADDRESS] ("[PARTY B]").

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

Services[PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work (the "[DELIVERABLES]").

License Grant

Software License. Unless otherwise specified in the applicable Statement of Work, [PARTY A] hereby grants to [PARTY B] a non-exclusive, [transferable / non-transferable], [sublicensable / non-sublicensable], [revocable / irrevocable] license to use the Software, but only for the purpose of this agreement and as necessary to use hardware or systems [PARTY B] purchases.

No Other Rights. [PARTY A] reserves for itself all other rights and interest not explicitly granted under this agreement.

Statements of Work

Contents of Statements of Work. The parties shall describe each individual [DELIVERABLE] to be provided under this agreement in its own statement of work (each, a "Statement of Work"), each one including 

a full description of the particular [DELIVERABLE] provided under the Statement of Work,

the number of [PARTY A]'s personnel who will be assigned to provide the particular [DELIVERABLE],

key [PARTY A] personnel the parties agree are crucial to the provision of the particular [DELIVERABLE] (not to exceed [five] percent of the total personnel assigned to that Statement of Work) (each one a "Key Personnel"),

the applicable Fees and fee schedule, including any milestones and milestone payments if applicable, for the particular [DELIVERABLE],

the service levels and acceptance criteria for the particular [DELIVERABLE],

any materials the parties will provide for the particular [DELIVERABLE],

a timeline for providing the particular [DELIVERABLE], and

a unique identification number for the Statement of Work and explicit reference to this agreement.

Integration. A Statement of Work that is signed by both parties, properly marked with a unique identification number, and refers explicitly to this agreement, will be deemed an integrated part of this agreement.

Severable. The parties may terminate any individual Statement of Work without effecting the remaining agreement or any other Statement of Work.

Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work will control.

Changes to Statements of Work

Proposing Changes. Either party may propose changes to the [DELIVERABLE], Fees, or schedule of a Statement of Work by giving written notice to the other party.

Finalizing Changes. If the parties agree to change the [DELIVERABLE], Fees, or schedule of a Statement of Work, they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes.

Additional Statements of Work

Request Additional Services. [PARTY B] may request additional services by written notice to [PARTY A] reasonably detailing the requested services.

Assess the Request. Promptly after receiving a request for additional services from [PARTY B], [PARTY A] shall

assess the request to determine if there are circumstances preventing it from providing the services, and

if there are no circumstances preventing it from providing the requested services, provide [PARTY A] with estimated Fees and timeline for the requested services.

Execute New Statement of Work. If after receiving [PARTY A]'s estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph [CONTENTS OF STATEMENTS OF WORK].

Acceptance and Rejection

Inspection Period. [PARTY B] will have [INSPECTION PERIOD] Business Days' after [PARTY A] provides each [DELIVERABLE] to inspect and test the [DELIVERABLE] to ensure it meets the acceptance criteria outlined in the applicable Statement of Work (the "Inspection Period").

Acceptance. If in [PARTY B]'s opinion the [DELIVERABLE] meets the acceptance criteria, [PARTY B] shall accept the [DELIVERABLE] and notify [PARTY A] that it is accepting the [DELIVERABLE].

Deemed Acceptance. [PARTY B] will be deemed to have accepted the [DELIVERABLE] if

[PARTY B] fails to notify [PARTY A] on or before the expiration of the Inspection Period, or

if during the Inspection Period, [PARTY B] uses or attempts to use the [DELIVERABLE] beyond what is necessary for inspection and testing and in a way a reasonable person would consider consider consistent with [PARTY B] having accepting the [DELIVERABLE] from [PARTY A].

Rejection. If in [PARTY B]'s opinion, the [DELIVERABLE] fails in a material way to meet the acceptance criteria, [PARTY B] may reject the [DELIVERABLE] by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria.

Opportunity to Cure. If [PARTY B] rejects the [DELIVERABLE], [PARTY A] will have [NUMBER OF OPPORTUNITIES TO CURE] opportunities to promptly cure each failure in the [DELIVERABLE] and re-deliver the [DELIVERABLE] to [PARTY B] to re-inspect and test.

Continued Failure to Cure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail to satisfy the acceptance criteria [NUMBER OF OPPORTUNITIES TO CURE] times, [PARTY B] may either

terminate this agreement, or

adjust the acceptance criteria for that [DELIVERABLE], and

require [PARTY A] to pay the Adjustment Fee.

Adjustment Fee. "Adjustment Fee" means $[ADJUSTMENT FEE].

Liquidated Damages Statement. [PARTY A] acknowledges that

the actual damages likely to result from the late delivery of a [DELIVERABLE], due to [PARTY A]'s failure to comply with the Acceptance Criteria, are difficult to estimate when entering this agreement and would be difficult for [PARTY B] to prove,

the parties intend that [PARTY A]'s payment of the Adjustment Fees would serve to compensate [PARTY B] for [PARTY A]'s failure to timely deliver a [DELIVERABLE] that complies with its acceptance criteria, not to serve as punishment for any such breach by [PARTY A].

Compensation. [PARTY B] shall pay to [PARTY A] compensation for each [DELIVERABLE] according to the fee schedules listed in the applicable Statements of Work (the "Compensation").

Payment of Compensation

Invoice Delivery. [PARTY A] shall invoice [PARTY B] [ bi-weekly / monthly].

Payment. [PARTY B] shall pay each invoice to [PARTY A]

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

in immediately available funds, and

to the account number [PARTY A] specifies below.

Accounting. [PARTY A] shall

maintain records of its Services to [PARTY B], and

make these records available to [PARTY B] on request.

 Invoice Procedure and Requirements. [PARTY A] shall 

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

 an invoice number,

 the invoice date and accounting period,

 the total amount due,

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

 the accounting that details the specific [DELIVERABLE] the invoice is for, and

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

Name:

Title:

Mailing Address:

Email Address:

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

Mutual Representations

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

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

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

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties in accordance with its terms.

No ConflictsNeither party is under any restriction or obligation that may affect the performance of its obligations under this agreement.

Mutual 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.

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 Restrictions[Except as disclosed in their respective disclosure schedule,] neither party is under any restriction or obligation that would affect the performance of their obligations under this agreement.

No Conflicts. [Except as disclosed in their respective disclosure schedule, ]Neither party's execution, delivery, and performance of this agreement will not result in its violation or breach of, or conflict with any

provision of its articles of incorporation or bylaws,

applicable Law or Order, or

other [Material Contract / agreement] it is a party to.

No Warranty

"As-Is". Unless otherwise listed in this agreement, 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], which includes that 

[PARTY A] 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.

Management

Project ManagersEach party shall appoint a relationship manager to manage the relationship established by this agreement (each a "Project Manager") who will

have overall managerial responsibility for the party's responsibilities under this agreement, including for [PARTY A]'s Project Manager, coordinating, overseeing, and monitoring the [PARTY A]'s performance of each [DELIVERABLE],

on the other party's request, attend the other party's regularly scheduled executive level meetings and planning sessions in connection with this agreement,

serve as the primary liaisons between the parties,

maintain steady communication with each other regarding the performance of each [DELIVERABLE], and

be authorized to call on the experience, expertise, and resources of its respective party as necessary and desirable to properly perform their duties.

Communications Though Project Managers. The parties shall direct all significant communications between themselves to the other party's Project Manager, except that [PARTY B] may direct communications regarding disruptions, outages, latency, or other issues with a [DELIVERABLE] to [PARTY A]'s emergency contact designated under paragraph [EMERGENCY CONTACT].

Contact Information

Project Manager Information. Promptly after the Effective Date, each party shall provide the other party with the name, telephone number, facsimile number and e-mail address of its Project Manager.

Emergency Contact. In addition to [PARTY A] Project Manager, [PARTY A] shall provide the name, telephone number, facsimile number and e-mail address of its personnel who [PARTY B] should contact in case of any disruptions, outages, latency, or other issues with a [DELIVERABLE].

Change to Contacts or Contact Information. Either party may change their Project Manager or the contact information of their Project Manager, and in [PARTY A]'s case it's emergency contact and the contact information of the emergency contact, by giving written notice to the other party detailing the changes.

Periodic Reports and Meetings

Daily Reports[PARTY A], through its Project Manager, shall provide [PARTY B] with daily reports of its performance under this agreement, in a form and substance the parties agree to in writing. 

Feedback to Daily Reports. [PARTY B], through it's Project Manager, shall provide [PARTY A] with feedback to [PARTY A]'s daily reports, in a form and substance the parties agree to in writing.

Quarterly Meetings. The parties shall meet on a quarterly basis, at a time and location determined by [PARTY B], to review and discuss the performance of each [DELIVERABLE] under this agreement and related matters, including planning, forecasting, new services, and other matters [PARTY B] deems appropriate.

Meeting Minutes. [PARTY B] shall keep written minutes of what the parties discuss at each meeting, and provide a copy of the minutes of a meeting to [PARTY A] promptly after that meeting.

Management

Project ManagersEach party shall appoint a relationship manager to manage the relationship established by this agreement (each a "Project Manager") who will

have overall managerial responsibility for the party's responsibilities under this agreement, including for [PARTY A]'s Project Manager, coordinating, overseeing, and monitoring the [PARTY A]'s performance of each [DELIVERABLE],

on the other party's request, attend the other party's regularly scheduled executive level meetings and planning sessions in connection with this agreement,

serve as the primary liaisons between the parties,

maintain steady communication with each other regarding the performance of each [DELIVERABLE], and

be authorized to call on the experience, expertise, and resources of its respective party as necessary and desirable to properly perform their duties.

Communications Though Project Managers. The parties shall direct all significant communications between themselves to the other party's Project Manager, except that [PARTY B] may direct communications regarding disruptions, outages, latency, or other issues with a [DELIVERABLE] to [PARTY A]'s emergency contact designated under paragraph [EMERGENCY CONTACT].

Contact Information

Project Manager Information. Promptly after the Effective Date, each party shall provide the other party with the name, telephone number, facsimile number and e-mail address of its Project Manager.

Emergency Contact. In addition to [PARTY A] Project Manager, [PARTY A] shall provide the name, telephone number, facsimile number and e-mail address of its personnel who [PARTY B] should contact in case of any disruptions, outages, latency, or other issues with a [DELIVERABLE].

Change to Contacts or Contact Information. Either party may change their Project Manager or the contact information of their Project Manager, and in [PARTY A]'s case it's emergency contact and the contact information of the emergency contact, by giving written notice to the other party detailing the changes.

Personnel 

Skilled Personnel. [PARTY A] shall retain and employ personnel, including subcontractors under section [SUBCONTRACTORS] who have the experience, skill, diligence, and expertise necessary and appropriate to perform the [DELIVERABLES] according to standards and service levels required under this agreement.

Supervision of Personnel. [PARTY A] shall be responsible for all personnel assigned to provide the [DELIVERABLE] to [PARTY B].

Key Personnel. [PARTY A] will not, without good cause, replace any Key Personnel unless [PARTY B] consents in writing.

Replacement Personnel

Request for Good Cause. For good cause, [PARTY B] may request replacement of any of [PARTY A]'s personnel. 

Response to Request. If [PARTY B] has good cause to request a replacement, within [five] Business Days' of receiving the request, [PARTY A] shall use reasonable efforts to provide substitute personnel of sufficient skill, knowledge, and training, subject to their availability.

Background Checks, Criminal Records Checks, and Credit Checks. To the extent permitted by Law and after obtaining the applicable consents from the affected personnel, before assigning any personnel to provide [DELIVERABLE] under this agreement [PARTY A] shall

complete background checks on all these personnel, and

on [PARTY B]'s reasonable request and sole expense, update any of these checks.

Personnel 

Skilled Personnel. [PARTY A] shall retain and employ personnel, including subcontractors under section [SUBCONTRACTORS] who have the experience, skill, diligence, and expertise necessary and appropriate to perform the [DELIVERABLES] according to standards and service levels required under this agreement.

Supervision of Personnel. [PARTY A] shall be responsible for all personnel assigned to provide the [DELIVERABLE] to [PARTY B].

Security Training. [PARTY A] shall ensure that its personnel, on hiring and at least once a year afterwards, participate in security awareness training, including at a minimum, [PARTY A]’s security policies, including acceptable use, password protection, data classification, incident and breach reporting, the repercussions of violations, and brief overviews of applicable laws and regulations.

Key Personnel. [PARTY A] will not, without good cause, replace any Key Personnel unless [PARTY B] consents in writing.

Replacement Personnel

Request for Good Cause. For good cause, [PARTY B] may request replacement of any of [PARTY A]'s personnel. 

Response to Request. If [PARTY B] has good cause to request a replacement, within [five] Business Days' of receiving the request, [PARTY A] shall use reasonable efforts to provide substitute personnel of sufficient skill, knowledge, and training, subject to their availability.

Background Checks, Criminal Records Checks, and Credit Checks. To the extent permitted by Law and after obtaining the applicable consents from the affected personnel, before assigning any personnel to provide [DELIVERABLE] under this agreement [PARTY A] shall

complete background checks on all these personnel, and

on [PARTY B]'s reasonable request and sole expense, update any of these checks.

Personnel

Skilled Personnel. [PARTY A] shall retain and employ personnel, including subcontractors under section [SUBCONTRACTORS] who have the experience, skill, diligence, and expertise necessary and appropriate to perform the [DELIVERABLES] according to standards and service levels required under this agreement.

Security Training. [PARTY A] shall ensure that its personnel, on hiring and at least once a year afterwards, participate in security awareness training, including at a minimum, [PARTY A]’s security policies, including acceptable use, password protection, data classification, incident and breach reporting, the repercussions of violations, and brief overviews of applicable laws and regulations.

Supervision of Personnel. [PARTY A] shall be responsible for all personnel assigned to provide the [DELIVERABLE] to [PARTY B].

[PARTY B] Supervision and Input on Personnel Activities

Supervision[PARTY B] may direct and supervise the daily responsibilities of [PARTY A]'s personnel only to the extent necessary to perform the [DELIVERABLE] and for security purposes, but not in the capacity as engaging personnel for work.

Input[PARTY B] will not evaluate, test, counsel, or discipline [PARTY A]'s personnel.

Key Personnel. [PARTY A] will not, without good cause, replace any Key Personnel unless [PARTY B] consents in writing.

Review of Staffing Levels. The parties shall cooperate to

regularly review all staffing levels across all Statement of Works to identify appropriate personnel assignments, adjustments, and corrective actions, and

if required, make any adjustments to personnel assignments to ensure that the timeline of each Statement of Work is met, and in a way that minimizes the interference on the timelines and projected cost for any Statement of Work that may be affected by a personnel adjustment.

Replacement Personnel

Request for Good Cause. For good cause, [PARTY B] may request replacement of any of [PARTY A]'s personnel. 

Response to Request. If [PARTY B] has good cause to request a replacement, within [five] Business Days' of receiving the request, [PARTY A] shall use reasonable efforts to provide substitute personnel of sufficient skill, knowledge, and training, subject to their availability.

Exclusivity of Personnel. [PARTY A] will not assign any of its personnel responsible for providing any [DELIVERABLE] to [PARTY B] to do any work for any other of [PARTY A]'s clients, unless [PARTY B] consents in writing.

Background Checks, Criminal Records Checks, and Credit Checks. To the extent permitted by Law and after obtaining the applicable consents from the affected personnel, before assigning any personnel to provide [DELIVERABLE] under this agreement [PARTY A] shall

complete background checks on all these personnel,

on [PARTY B]'s reasonable request and sole expense, update any background checks, and

on [PARTY B]'s reasonable request, perform or update criminal records checks and credit checks on these personnel, at [PARTY B]'s expense unless criminal records checks and credit checks are required under a Statement of Work applicable to the personnel in question.

Failing Background Check. [PARTY A] will not permit any personnel who fail any of the checks described in the paragraph directly above to continue to provide any [DELIVERABLE] or have access to any of [PARTY B]'s Data.

Obligations as Employer. [PARTY A] shall be solely responsible for setting compensation rates and methods of pay for its personnel, including

determining and paying all wages and salaries,

determining and providing benefits,

ensuring all compensation complies with Law, and

filing any reports on the personnel providing any [DELIVERABLE] required by Law and with the appropriate Governmental Authorities.

Personnel

Skilled Personnel. [PARTY A] shall retain and employ personnel, including subcontractors under section [SUBCONTRACTORS] who have the experience, skill, diligence, and expertise necessary and appropriate to perform the [DELIVERABLES] according to standards and service levels required under this agreement.

Security Training. [PARTY A] shall ensure that its personnel, on hiring and at least once a year afterwards, participate in security awareness training, including at a minimum, [PARTY A]’s security policies, including acceptable use, password protection, data classification, incident and breach reporting, the repercussions of violations, and brief overviews of applicable laws and regulations.

Supervision of Personnel. [PARTY A] shall be responsible for all personnel assigned to provide the [DELIVERABLE] to [PARTY B].

[PARTY B] Supervision and Input on Personnel Activities

Supervision[PARTY B] may direct and supervise the daily responsibilities of [PARTY A]'s personnel only to the extent necessary to perform the [DELIVERABLE] and for security purposes, but not in the capacity as engaging personnel for work.

Input[PARTY B] will not evaluate, test, counsel, or discipline [PARTY A]'s personnel.

Key Personnel. [PARTY A] will not, without good cause, replace any Key Personnel unless [PARTY B] consents in writing.

Review of Staffing Levels. The parties shall cooperate to

regularly review all staffing levels across all Statement of Works to identify appropriate personnel assignments, adjustments, and corrective actions, and

if required, make any adjustments to personnel assignments to ensure that the timeline of each Statement of Work is met, and in a way that minimizes the interference on the timelines and projected cost for any Statement of Work that may be affected by a personnel adjustment.

Replacement Personnel

Request for Good Cause. For good cause, [PARTY B] may request replacement of any of [PARTY A]'s personnel. 

Response to Request. If [PARTY B] has good cause to request a replacement, within [five] Business Days' of receiving the request, [PARTY A] shall use reasonable efforts to provide substitute personnel of sufficient skill, knowledge, and training, subject to their availability.

Exclusivity of Personnel. [PARTY A] will not assign any of its personnel responsible for providing any [DELIVERABLE] to [PARTY B] to do any work for any other of [PARTY A]'s clients, unless [PARTY B] consents in writing.

Background Checks, Criminal Records Checks, and Credit Checks. To the extent permitted by Law and after obtaining the applicable consents from the affected personnel, before assigning any personnel to provide [DELIVERABLE] under this agreement [PARTY A] shall ensure

complete background checks on all personnel hired who will have access to [PARTY B]'s facility, Confidential Information, or data,

on [PARTY B]'s reasonable request and sole expense, update any background checks, and

on [PARTY B]'s reasonable request, perform or update criminal records checks and credit checks on these personnel, at [PARTY B]'s expense unless criminal records checks and credit checks are required under a Statement of Work applicable to the personnel in question.

Drug Screening. To the extent permitted by Law and after obtaining the applicable consents from the affected personnel, before assigning any personnel to provide [DELIVERABLE] under this agreement[PARTY A] shall

conduct drug screen checks, in keeping with the U.S. Drug Free Workplace Act or equivalent in other countries, on all personnel hired who will have access to [PARTY B]'s facility, Confidential Information, or data, or

deliver to [PARTY B] evidence of that these personnel have passed the required drug screen check within the preceding [three] months.

Failing Background Check or Drug Screening. [PARTY A] will not permit any personnel who fail any of the checks described in the paragraph directly above to continue to provide any [DELIVERABLE] or have access to any of [PARTY B]'s Data.

Obligations as Employer. [PARTY A] shall be solely responsible for setting compensation rates and methods of pay for its personnel, including

determining and paying all wages and salaries,

determining and providing benefits,

ensuring all compensation complies with Law, and

filing any reports on the personnel providing any [DELIVERABLE] required by Law and with the appropriate Governmental Authorities.

Subcontractors

Subcontracting Permitted. [PARTY A] may subcontract, either wholly or partially, any Work under this agreement to its Affiliates or any other third party.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontractors

Subcontracting Permitted. [PARTY A] may subcontract, either wholly or partially, any Work under this agreement to its Affiliates or any other third party.

Protective Restrictions on Subcontractors. If [PARTY A] subcontracts, it shall ensure the subcontract contains at least the same level of restrictions on the subcontractor, including confidentiality, non-solicitation and non-competition, compliance with Law, and security obligations, are at least as restrictive as those contained in this agreement.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontractors

Written Consent Required for Subcontracting[PARTY A] will not subcontract any Work without [PARTY B]'s written consent.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontracting

Written Consent Required for Subcontracting. [PARTY A] will not subcontract any Work without [PARTY B]'s or the Client's written consent.

Protective Restrictions on Subcontractors. If [PARTY A] subcontracts, it shall ensure the subcontract contains at least the same level of restrictions on the subcontractor, including confidentiality, non-solicitation and non-competition, compliance with Law, and security obligations, are at least as restrictive as those contained in this agreement.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontracting

Written Consent Required for Subcontracting. [PARTY A] will not subcontract any Work without [PARTY B]'s written consent.

Protective Restrictions on Subcontractors. If [PARTY A] subcontracts, it shall ensure the subcontract contains at least the same level of restrictions on the subcontractor, including confidentiality, non-solicitation and non-competition, compliance with Law, and security obligations, are at least as restrictive as those contained in this agreement.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Due Diligence. [PARTY A] shall use reasonable efforts to cooperate with any due diligence [PARTY B] requests done on any proposed subcontractor.

[PARTY B]'s Point of Contact. [PARTY A] shall remain [PARTY B]'s sole point of contact regarding the Work provided by any subcontractor.

Transfer of Subcontracting Agreement. [PARTY A] shall ensure that each subcontracting agreement with an subcontractor is transferable to [PARTY B] on the expiration or termination of this agreement.

Notice of Subcontractor's Breach. [PARTY A] shall

give [PARTY B] notice of any actual or suspected breach by a subcontractor of any of its obligations in providing Work, and

on [PARTY B]'s reasonable request, provide [PARTY B] with any further information in connection with the actual and suspected breach.

Removal of Subcontractors

Request to Remove Subcontractor. [PARTY B] may request [PARTY A] remove any subcontractor from its role in providing Work by giving written notice to [PARTY A] that [PARTY B] determines

the subcontractor's continued performance of functions or work in connection with the Work will prejudice [PARTY B]'s interests,

the subcontractor's performance has been materially deficient or has resulted in a material breach under this agreement, or

there have been material misrepresentations by or in connection with the subcontractor.

Investigation and Discussion of Violations. Within [three] Business Days' of receiving [PARTY B]'s notice, [PARTY A] shall

investigate the matters stated in [PARTY B]'s notice, and

discuss the findings of its investigation with [PARTY B].

Termination. If after the parties discussions, [PARTY B] still, in good faith and acting reasonably, requires the removal of the subcontractor, [PARTY A] shall promptly

terminate the subcontractor's contract at its own expense, and

arrange for temporary personnel adjustments as necessary to maintain continuity and timeline for providing the Work the terminated subcontractor had been working on until permanent personnel, including contracting with new subcontractors under this section, can be assigned to replace the terminated subcontractor.

Liability for Subcontractor's Claims. [PARTY A] will be solely responsible for any claims made by any subcontractor arising out of [PARTY A]'s removal and termination of the subcontractor.

Software Deliverables and License Grant

Software Provided in Source Code. Unless the parties agree otherwise in any Statement of Work or any separate license or technology agreement, if [PARTY A] provides [PARTY B] with any [DELIVERABLE] that requires [PARTY B]'s use of any [PARTY A] software, other than firmware necessary to operate a piece of hardware, (a "Software Deliverable"), [PARTY A] shall provide [PARTY B] with access to or a copy of the Software Deliverable.

Object Code Only. [PARTY A] will be required to provide Software Deliverables in object code only.

Software License Grant. [PARTY A] hereby grants to [PARTY B] a non-exclusive, nontransferable worldwide license to 

use and display, to the extent necessary for [PARTY B] obtain the benefit of the relevant [DELIVERABLE]any Software Deliverables [PARTY A] provides to [PARTY B] under this agreement, in object code only, 

use and display, to the extent necessary for [PARTY B] obtain the benefit of the relevant [DELIVERABLE], any documentation regarding the provided Software Deliverables, and

make copies of the Software Deliverable and documentation for [PARTY B]'s internal use.

Firmware Sold, Not Licensed The license granted under this section applies to software separable from any hardware provided by [PARTY A], and does not apply to any firmware related to the [DELIVERABLE], which is sold instead of licensed. 

Termination of License Grant[PARTY B]'s license to use, display, and make copies of a Software Deliverable and the related documentation will expire or terminate on the expiration or termination of the applicable Statement of Work. 

Third Party Software If any Software Deliverables are licensed to [PARTY A] by a third party, [PARTY B] shall be bound by any different or additional conditions that are required by the third party that [PARTY A] communicates to [PARTY B] in writing.

Restrictions. Neither [PARTY B], nor any of its Subsidiaries, Affiliates, or agents, will 

sell, lease, license, or sublicense A Software Deliverable,

decompile, disassemble, or reverse engineer a Software Deliverable, in whole or in part, unless any of these restrictions are prohibited by Law,

allow any one other than its employees to access a Software Deliverable,

use a Software Deliverable to provide processing services to third parties,

otherwise use a Software Deliverable on a "service bureau" basis, or

provide, disclose, divulge, make available to, or permit the use of a Software Deliverable by any third party unless [PARTY A] consents in writing.

Markings and Notices. [PARTY B] will not remove any copyright notices, proprietary markings, trademarks, or trade names from any Software Deliverable or documentation.

As-Is Warranty. Software Deliverables and documentation are provided "as-is".

No Implied Warranty. [PARTY A] makes no warranties whatsoever, express or implied, regarding any Software Deliverable or related documentation, including no warranty or merchantability or fitness for any particular purpose.

Software Deliverable and License Agreement. If [PARTY A] provides [PARTY B] with any [DELIVERABLE] that requires [PARTY B]'s use of any [PARTY A] software, other than firmware necessary to operate a piece of hardware, (a "Software Deliverable"), the parties shall enter a separate license agreement to provide for the license for [PARTY B] to use and display the Software Deliverable and any related documentation.

Facilities and Equipment

Services Requiring [PARTY B] Equipment at [PARTY A] Facilities. The following terms will apply to the extent [PARTY A] is providing [DELIVERABLE] using [PARTY B] Equipment at [PARTY A]'s facilities:

Use Only for Services. [PARTY A] shall install [PARTY B]'s Equipment in [PARTY A]'s facilities only to the extent necessary and desirable the purpose of providing the [DELIVERABLE].

Right to Use[PARTY B] hereby grants [PARTY A] all necessary rights and permissions necessary to use [PARTY B]'s equipment for the purpose of providing the [DELIVERABLE]..

No Ownership Interests[PARTY A]'s use and placement of [PARTY B]'s Equipment in [PARTY A]'s facilities will not create or vest in [PARTY B] any easement, leasehold interest, or other property right of any nature in [PARTY A]'s facilities or in any property located in [PARTY A] facilities, except for [PARTY B]'s Equipment.

No Restrictions on [PARTY A]'s Use of facilities. Nothing in this section will limit [PARTY A]'s right to access, operate, and use its facilities.

[PARTY B] Access to [PARTY A]'s Facilities 

Access on Notice. On 48 hours written notice from [PARTY B], [PARTY A] shall provide [PARTY B], its Representatives, with reasonable access to [PARTY B]'s Equipment in [PARTY A]'s facilities during [PARTY A]'s regular business hours.

Contents of Notice. [PARTY B] shall include in its notice to [PARTY A] the identity of its Representatives who will access [PARTY A]'s facilities, the specific purposes for which [PARTY B] needs access to its Equipment, and the work [PARTY B] intends to undertake.

Reject Access. Subject to paragraph [EMERGENCY ACCESS] directly below, [PARTY A] may reasonably reject, delay, or restrict [PARTY B]'s access for good cause.

Emergency Access. In the case of a bona fide emergency in which [PARTY B]'s Representatives need immediate access its Equipment in [PARTY A]'s facilities, [PARTY A] shall use reasonable efforts to grant immediate access, provided that [PARTY B]'s Representatives must comply with [PARTY A]'s emergency access procedures as posted or as otherwise communicated in writing, and with any other reasonable terms of access [PARTY A] requires.

Maintenance 

Periodic Maintenance[PARTY A] may periodically conduct routine scheduled maintenance of its facilities during which time [PARTY B]'s Equipment may be unable to transmit or receive data, and [PARTY B] may be unable to access its Equipment.

Notice and Timing Maintenance[PARTY A] shall

provide [PARTY B] with written notice at least 15 Business Days' before any routine maintenance. [PARTY A] shall

use reasonable efforts to conduct this maintenance during non-peak hours and to complete this maintenance as promptly and efficiently as possible so as to minimize any inconvenience to [PARTY B], any interruption of the [DELIVERABLE], and any failure to achieve applicable service levels.

No Liability. During this routine maintenance, [PARTY A] will not be liable for any interruption to the [DELIVERABLE] or failures to achieve any applicable service levels, unless the interruption or failure to achieve any applicable service levels is the result of [PARTY A]'s gross negligence or willful misconduct.

Emergency Maintenance. If [PARTY A] is required to conduct emergency maintenance on its facilities, the notice provisions of this paragraph [MAINTENANCE] will not apply, and [PARTY A] will only be required to give as much notice as practicable.

Placement. [PARTY A] may decide the placement of [PARTY B]'s Equipment within [PARTY A]'s facilities.

Services Requiring [PARTY B] Equipment at [PARTY B] Facilities. The following terms apply to the extent [PARTY A] is providing [DELIVERABLE] using [PARTY B]'s Equipment at [PARTY B]'s facilities:

Access[PARTY B] shall provide [PARTY A] with reasonable and safe access to [PARTY B]'s facilities, at all times reasonably required by [PARTY A] to provide the [DELIVERABLE].

No Liability for Impact on Services Caused by Delay[PARTY A] will not be liable to [PARTY B] for any negative impact on the [DELIVERABLE] or service levels that is caused by or is the direct result of [PARTY B]'s unreasonable denial or delay of [PARTY A]'s access to [PARTY B]'s facilities.

Use of Facilities and Support[PARTY B] shall provide [PARTY A], at no expense to [PARTY A], temporary use of space, Equipment, and support at [PARTY B]'s facilities as reasonably necessary for [PARTY A] to provide the [DELIVERABLE], including all heat, light, power, air conditioning, uninterruptible power supply and other similar utilities, reasonable office space, furniture, reasonably secure storage space and equipment staging facilities, office supplies, telephone service, office support services (including security and janitorial), coordination of facilities security requirements, and administrative support.

Provide Safe Working Environment[PARTY B] shall ensure that its facilities constitutes a safe working environment, and complies with all applicable Laws.

No Ownership Interest[PARTY A]'s use of any [PARTY B]'s facilities will not constitute, create, or vest in [PARTY A] any leasehold interest, easement, or other property right in [PARTY B]'s facilities or Equipment.

No Restrictions on [PARTY B]'s Use of facilities. Nothing in this section will limit [PARTY B]'s right to access, operate, and use its facilities.

[PARTY A] Equipment at [PARTY B]'s facilities. [PARTY B] shall maintain all [PARTY A] Equipment (if any), whether owned, rented, or leased by [PARTY A]that is located at [PARTY B]'s facilities in a room accessible only by using a key or computerized card-access security system, and only by [PARTY B] employees who are responsible for the operation or maintenance of that Equipment and any [PARTY A]-authorized personnel.

Parties Conduct While at Each Others' FacilitiesEach party shall exercise due care and diligence to

prevent any injury to Persons or damage to property while at the other party's facilities, and

comply with the other party's policies and procedures the other party gives it notice of.

Standards of Service

Service Levels. [PARTY A] shall

meet or exceed the service levels listed in the [applicable] Statement of Work in providing the [DELIVERABLE], and

ensure any work done by subcontractors meets or exceeds the applicable service levels.

Sufficient Resources. [PARTY A] shall maintain sufficient resources to perform its obligations under this agreement.

Service Level Credits. If [PARTY A] fails to meet any service level, then [PARTY B] may credit the Compensation related to that [DELIVERABLE], as listed in the applicable Statement of Work, against future Compensation for that [DELIVERABLE].

Service Levels

Applicable Levels. [PARTY A] shall perform the Services so as to meet or exceed the service levels listed in the applicable Statement of Work (the "Service Levels").

Errors in Services. On [PARTY B]'s notice of any errors or omissions, [PARTY A] shall provide [PARTY B] with information and adjustments in the Services for any errors or omissions in the Services.

Delays in Services[PARTY A] shall use reasonable efforts to avoid and remedy in delay in the Services.

Standards of Service

Service Levels. [PARTY A] shall

meet or exceed the service levels listed in the Service Level Agreement[, attached to this agreement / available at [URL OF SERVICE LEVEL AGREEMENT], and

ensure any work done by subcontractors meets or exceeds the applicable service levels.

Sufficient Resources. [PARTY A] shall maintain sufficient resources to perform its obligations under this agreement.

Service Level Credits. If [PARTY A] fails to meet any service level, then [PARTY B] may credit the Compensation related to that [DELIVERABLE], as listed in the applicable Statement of Work against future Compensation it owes.

 Improvement Opportunities

Identification. [PARTY A] shall implement formal processes to proactively identify, investigate, and analyze opportunities to improve the overall success of the parties' relationship and the [DELIVERABLE], including opportunities to

continue to improve the quality of the [DELIVERABLE],

suggest new [DELIVERABLE] (including new predictive models that could enable [PARTY B] to maintain or enhance its industry advantages),

drive additional revenues to, or cost savings for, [PARTY B] through technological innovation,

optimize [PARTY A]'s business and technical assets through shared or leveraged services, expanded re-use, and consolidation, and

provide increased business operational and technical resilience to continue the timely delivery of [DELIVERABLE] despite unforeseen external events.

Implementation of Improvements

Notice of Opportunities and Costs. If [PARTY A] determines that an improvement opportunity is technically possible and could result in meeting one or more of the objectives, [PARTY A] shall notify [PARTY B] of the improvement opportunity and any potential increases in Compensation it would require.

Amendments. If [PARTY B] requests the improvement, the parties shall cooperate to amend this agreement to provide for the improvement, including any appropriate adjustment in Compensation the parties agree on.

Tracking Improvements. Each quarter [PARTY A] shall deliver written reports to [PARTY B] tracking the implementation of any improvement opportunities and reconciling the expected potential savings with actual related savings.

Business Continuity and Disaster Recovery Plans

Business Continuity Plans[PARTY A] shall maintain a business continuity plan for each [DELIVERABLE], describing measures [PARTY A] will implement to recover from a Disaster.

Disaster Recovery Plans[PARTY A] shall include in each business continuity plan a plan for the recovery of critical technology systems, and procedures for restoring business operations at the primary location or at a designated recovery site for those critical technology systems, if necessary.

Alternative Communications Plans. The parties shall cooperate to establish a plan for alternative communications in the event of a Disaster.

Disaster Definition. "Disaster" means, for the purpose of this agreement, any unplanned impairment or interruption of those systems, resources, or processes that enable standard performance or functionality of the applicable [DELIVERABLE].

[PARTY B]'s Obligations

Internal Use Only. [PARTY B] shall use the [DELIVERABLE] and any license granted under this agreement only for its own internal use.

Suitability of Environment[PARTY B] shall ensure that the physical and technical environments at its facilities, to the extent those environments are within its control and related to the [DELIVERABLE], are appropriate.

Security Precautions[PARTY B] shall employ reasonable security precautions in connection with the use of the [DELIVERABLE], including encrypting any information Confidential Information or other information that is subject to special legal or regulatory security requirements and that [PARTY B] transmits or stores in connection with the [DELIVERABLE].

Provide Reasonable Access[PARTY B] shall provide [PARTY A] with all information, documentation, and access to [PARTY B] facilities reasonably necessary to provide the [DELIVERABLE].

Prevent Unauthorized Access[PARTY B] shall prevent unauthorized access to the [DELIVERABLE], including unauthorized access by [PARTY B] Representatives not authorized to use the [DELIVERABLE] and by third parties.

Further Assurances[PARTY B] shall, on [PARTY A]'s request, provide [PARTY A] with sufficient resources, and specified employees, and making and giving timely decisions, approvals, and acceptances necessary and desirable for [PARTY A] to provide the [DELIVERABLE]

Intellectual Property 

Each Party Retains Intellectual Property. Subject to paragraph [LICENSE TO PARTY A] below, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or outside the scope of this agreement.

License to [PARTY A]. [PARTY B] hereby grants to [PARTY A] a non-exclusive, non-transferable, non-sublicensable, world-wide, and royalty-free license to use [PARTY B]'s pre-existing Intellectual Property solely for the purpose of providing the [DELIVERABLE].

Developed Intellectual Property. If any Intellectual Property is developed under this agreement, whether by one party on its own or jointly-developed by both parties, the parties shall cooperate to execute a separate agreement regarding the ownership of and any licenses regarding that newly-developed Intellectual Property.

Intellectual Property 

Each Party Retains Intellectual Property. Subject to paragraph [LICENSE TO PARTY A] below, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or outside the scope of this agreement.

License to [PARTY A]. [PARTY B] hereby grants to [PARTY A] a non-exclusive, non-transferable, non-sublicensable, world-wide, and royalty-free license to use [PARTY B]'s pre-existing Intellectual Property solely for the purpose of providing the [DELIVERABLE].

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.

Non-Solicitation

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

Permitted Hirings

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

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

Non-Solicitation

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

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

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

Permitted Hirings and Business

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

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

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

Mutual Non-Solicitation

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

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

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

Permitted Hirings and Business

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

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

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

Mutual Non-Solicitation

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

Permitted Hirings

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

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

Publicity

Consent. Neither party will use the other party's name, logo, or trademarks, or issue any press release or public announcement regarding this agreement, without the other party's written consent, unless specifically permitted under this agreement or required by Law.

Cooperation. The parties shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.

No Unreasonable Delay. The parties will not unreasonably withhold or delay their consent to press releases or public announcements.

1.1. Use of Name. Licensee will not use the name, trademarks, or other marks of Licensor without the Licensor's written approval. Licensor may use Licensee's name and logo without prior approval.

Use of Name. Neither party will use the other party's name, logos, trademarks, or other marks without that party's written consent.

 Compliance with Laws and Procedures

Compliance with Laws. Each party shall

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

keep records evidencing its compliance, and

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

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

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

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

Compliance with Laws. Each party shall

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

keep records evidencing its compliance,

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

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

Compliance with Laws. [PARTY B] shall

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

keep records evidencing its compliance, 

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

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

Compliance with Laws and Procedures

Compliance with Laws. [PARTY B] shall

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

keep records evidencing its compliance, and

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

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

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

Compliance with Laws. Each party shall

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

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

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

[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 

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, 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 

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

[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. 

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.

[PARTY A]'s Use of Data

Purpose. [PARTY A] will use [PARTY B]'s Data only in furtherance of this agreement and in providing the [DELIVERABLE].

Standard of Care. [PARTY A] shall exercise at least the same degree of care as it uses with its own data and Confidential Information, but in no event less than reasonable care, to protect [PARTY B]'s Data from misuse and unauthorized access or disclosure.

Safeguards Around Data. [PARTY A] shall use appropriate safeguards to protect [PARTY B]'s Data from misuse and unauthorized access or disclosure, including

maintaining adequate physical controls and password protections for any server or system on which [PARTY B]'s Data is stored,

ensuring [PARTY B]'s Data is not stored on any mobile device (for example, a laptop or smartphone) or transmitted electronically unless encrypted, and

taking any other measures reasonably necessary to prevent any use or disclosure of [PARTY B]'s Data other than as allowed under this agreement.

Permitted Disclosure. [PARTY A] may disclose [PARTY B]'s Data only

to the extent necessary, and

to its officers, directors, employees, consultants, and representatives on a need-to-know basis.

Required Disclosure. If [PARTY A] is compelled by Law to disclose any of [PARTY B]'s Data, [PARTY A] shall notify [PARTY B] before disclosing the compelled Data.

Unauthorized Disclosure

Report. Within [three] Business Days' of [PARTY A] becoming aware of any unauthorized use or disclosure of [PARTY B]'s Data, [PARTY A] shall promptly report that unauthorized use or disclosure to [PARTY B].

Cooperation and Mitigation. [PARTY A] shall cooperate with any remediation that [PARTY B], in its discretion, determines is necessary to

address any applicable reporting requirements, and

mitigate any effects of such unauthorized use or disclosure of [PARTY B]'s Data.

Agents and Subcontractors. [PARTY A] shall ensure that any employees, agents, and representatives, including subcontractors, to whom it provides [PARTY B]'s Data agree to the same restrictions and conditions listed in this agreement.

No Modification of Data. [PARTY A] shall not copy, decompile, modify, reverse engineer, or create derivative works out of any of [PARTY B]'s Data.

Export Control Laws. Each party shall obtain all Permits necessary to and otherwise comply with all Laws on export control applicable to this agreement and all transactions contemplated under this agreement.

Regulatory Matters. Each party shall promptly notify the other

if it becomes the subject of any material claim or demand by any Governmental Authority regarding the [DELIVERABLE] or otherwise regarding this agreement, or Action relating to such a material claim or demand that is brought by either a Governmental Authority or other third party, and 

of any updates in the status or disposition of any such claim, demand, or action.

Inspection and Audit of Books and Records

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

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

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

Inspection and Audit of Books and Records

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

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

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

Inspection and Audit of Books and Records

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

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

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

Inspection and Audit of Facilities and Employees

Inspection. On reasonable notice from [PARTY A], [PARTY B] shall provide [PARTY A] access to its facilities, [specified] Representatives relevant to this agreement during normal business hours, so that [PARTY A] can inspect and audit [PARTY B]'s facilities, and [specified] Representatives, to verify [PARTY B] is complying with this agreement.

Conduct of Inspection

Minimal Interference[PARTY A] shall conduct any inspection and audit in a manner meant to minimize disruption to [PARTY B]'s business, including reasonably restricting the scope, manner, and duration of any inspection to minimize disruption.

Cooperation. [PARTY B] shall cooperate with [PARTY A]'s inspection and audit.

Termination

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

Termination for Material Breach

Termination of Statements of Work. Each party may terminate a Statement of Work 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 specifically related to that Statement of Work or the relevant [DELIVERABLE], 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 of Agreement for Material Breach. Each party may terminate any Statement of Work 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 in this agreement or any Statement of Work,

the failure, inaccuracy, or breach is serious enough to materially harm or otherwise reduce the value of this entire agreement, not just any particular Statement of Work, 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 Failure to Pay. [PARTY A] may terminate this agreement with immediate effect, by delivering notice of the termination to [PARTY B], if [PARTY B] fails to pay Compensation on time [three] times over any 12 month period. 

Return of Property. On termination or expiration of this agreement, or on [PARTY A]'s request, [PARTY B] shall

return to [PARTY A] all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from [PARTY A],

destroy all copies of [PARTY A]'s of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and

on [PARTY A]'s request, certify to [PARTY A] in writing that it destroyed all these copies.

Return of Property. On termination or expiration of this agreement, or on the other party's request, each party shall

return to the other party all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from the other party,

destroy all copies of the other party's of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and

on the other party's request, certify to the other party in writing that it destroyed all these copies.

Return of Property. On termination or expiration of this agreement, or on [PARTY A]'s request, [PARTY B] shall return to [PARTY A] all [PARTY A] information, documents, equipment, files, and other property, including Intellectual Property, both originals and copies, in [PARTY B]'s possession or in its direct or indirect control. 

Return of Property. On termination or expiration of this agreement, or on the other party's request, each party shall return to the other party all of the information, documents, equipment, files, and other property, including Intellectual Property, both originals and copies, it received from the other party.

Return of Property

Return or Destruction. Subject to paragraph [ARCHIVE EXCEPTION], on termination or expiration of this agreement, or on the other party's request, each party shall

return to the other party all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from the other party,

destroy all copies of the other party's of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and

on the other party's request, certify to the other party in writing that it destroyed all these copies.

Archive Exception. Each party may retain an archival copy of the other party's information, documents, equipment, files, and other property, including Intellectual Property, if and to the extent necessary to comply with Law or archival policies.

Mitigation. Each party shall use reasonable efforts to mitigate all losses under this agreement. 

Mitigation. Any party entitled to indemnification under this agreement shall use reasonable efforts to mitigate all losses (other than matters concerning Taxes) after becoming aware of any event which could reasonably be expected to give rise to any losses that are indemnifiable or recoverable under this agreement.

Effect of Termination

Refund Amounts. [PARTY A] shall promptly refund to [PARTY B] any prepaid Compensation covering the remainder of the term of all [DELIVERABLE] after the effective date of termination.

Pay Outstanding Amounts[PARTY B] shall promptly pay to [PARTY A] all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

Discontinuance of Use. [PARTY B] shall promptly cease all use of the [DELIVERABLE] on the effective date of the termination.

Recovery of Data. [PARTY B] will have [30] days from the date of termination to retrieve any of data that [PARTY B] wishes to keep.

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].

Advice as to Status of Work. On termination or expiration of this agreement or of a particular Statement of Work, [PARTY A] shall

inform [PARTY B] of the status of the performance of the [DELIVERABLE] under any Statements of Work still in effect, and

on [PARTY B]'s request, provide [PARTY B] with any [DELIVERABLE], including any work in progress, under a terminated Statement of Work.

Termination Assistance Services. Unless [PARTY A] terminates this agreement or a Statement of Work for [PARTY B]'s material breach, [PARTY A] shall cooperate with [PARTY B] to design and provide termination assistance services to [PARTY B] for a period not to exceed [three] months following termination of the agreement or the particular Statement of Work, on terms that are fair and commercially reasonable and generally commensurate and consistent with leading industry practices concerning the provision of transition assistance and cooperation services for services similar to the [DELIVERABLE].

Transition Plan. On [PARTY B]'s request, [PARTY A] shall develop and provide to [PARTY B] for approval, and once [PARTY B] approves, monitor and regularly update, a detailed transition plan to provide for an orderly transition on termination that includes, among other things, a transition timeline and particulars of the resources to be assigned to implement the transition plan.

Transition of Services. On termination of this agreement for any reason, [PARTY A] shall

cooperate with [PARTY B] and the [PARTY B]'s replacement service provider to provide for an orderly transition of the [DELIVERABLE], and

as part of the transition plan referred in paragraph [TRANSITION PLAN], or otherwise as [PARTY B] requests, deliver over to [PARTY B] documentation reasonably necessary to transition the [DELIVERABLE], but in no case will [PARTY A] be required to disclose any of its Confidential Information or Intellectual Property under this paragraph.

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.

Exclusions. Neither party will be required to indemnify the other against losses to the extent the other party acted unlawfully, negligently, or intentionally to cause those losses.

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 party will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Defense. The indemnifying party may elect to defend the indemnified party in the proceeding by giving prompt written notice after receiving notice of the proceeding.

Authority to Contest, Pay, or Settle. The indemnifying party may contest, pay, or settle the proceeding without obtaining the indemnified party's consent, only if the indemnifying party's decision

does not require the indemnified party to make any admission that it acted unlawfully,

does not effect any other legal proceeding against the indemnified party,  

provides that the indemnifying party will pay the claimant's monetary damages in full, and

requires claimant release the indemnified party from all liability related to the proceeding. 

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

Indemnification

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

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

arising out of [PARTY A]'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.

Exclusions. Neither party will be required to indemnify the other against losses to the extent the other party acted unlawfully, negligently, or intentionally to cause those losses.

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 party will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Defense. The indemnifying party may elect to defend the indemnified party in the proceeding by giving prompt written notice after receiving notice of the proceeding.

Authority to Contest, Pay, or Settle. The indemnifying party may contest, pay, or settle the proceeding without obtaining the indemnified party's consent, only if the indemnifying party's decision

does not require the indemnified party to make any admission that it acted unlawfully,

does not effect any other legal proceeding against the indemnified party,  

provides that the indemnifying party will pay the claimant's monetary damages in full, and

requires claimant release the indemnified party from all liability related to the proceeding. 

Exclusive Remedy. The parties' rights 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 

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

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

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

"Compensation" is defined in section [COMPENSATION].

"Confidential Information" has the same definition in this agreement as it does in the Non-Disclosure Agreement between the parties dated [DATE OF NDA], attached to this agreement and referred to in section [CONFIDENTIALITY OBLIGATIONS].

"Current Term" is defined in section [TERM].

"Data" means all information of, about, or relating to [PARTY B], including information

(a) [PARTY B] provides to [PARTY A] in connection with the [DELIVERABLE],

(b) [PARTY A] learns about [PARTY B] arising directly or indirectly from [PARTY A]'s performance of the [DELIVERABLE], and

(c) any of [PARTY B]'s Confidential Information.

"Disaster" is defined in section [BUSINESS CONTINUITY AND DISASTER RECOVERY PLANS].

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

"Equipment" means, for either party, the computer and telecommunications equipment owned by that party and used in connection with providing and/or receiving the [DELIVERABLE].

"Initial Term" is defined in section [TERM].

"Inspection Period" is defined in [ACCEPTANCE AND REJECTION].

"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).

"Key Personnel" is defined in section [STATEMENTS OF WORK].

"Law" means

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

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

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

"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.

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

"Renewal Term" is defined in section [TERM].

"Representative" means, for any Person, that Person's directors, officers, shareholders, owners, partners, employees, agents, professional advisors[, in connection with the transactions contemplated in this agreement], and any other authorized representatives.

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

"Software Deliverable" is defined in section [SOFTWARE DELIVERABLE AND LICENSE GRANT].

"Statement of Work" is defined in section [SERVICES].

"Subsidiaries" means any legal entity

(a) that a party owns more than 50% of the entity's outstanding voting securities or equity interests, or

(b) of which a party is a general partner (excluding partnerships in which such party or any Subsidiary of such party does not have a majority of the voting interests in such partnership).

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

Definitions

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

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

"Compensation is defined in section [COMPENSATION].

"Confidential Information" has the same meaning in this agreement as it does in the Non-Disclosure Agreement between the parties, dated [DATE, attached to this agreement, and referenced in section [CONFIDENTIALITY OBLIGATIONS].

"Current Term" is defined in section [TERM].

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

"Equipment"

"Free Trial" is defined in section [FREE TRIAL PLAN].

"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.

"Initial Term" is defined in section [TERM].

"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).

"Key Personnel" is defined in section [STATEMENTS OF WORK].

"Law" means

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

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

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

"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.

"Renewal Term" is defined in section [TERM].

"Representative" means, for any Person, that Person's directors, officers, shareholders, owners, partners, employees, agents, professional advisors[, in connection with the transactions contemplated in this agreement], and any other authorized representatives.

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

"Software Deliverable" is defined in section [SOFTWARE DELIVERABLE AND LICENSE AGREEMENT].

"Statements of Work" is defined in section [STATEMENTS 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, 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.

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.

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

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

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

Amendment

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

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

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

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

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

Counterparts. This agreement

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

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

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

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

All Counterparts Original. Each counterpart is an original.

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

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

Dispute Resolution

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

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

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

Dispute Resolution

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

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

Dispute Resolution

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

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

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

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

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

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

Dispute Resolution

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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.

Waiver

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

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

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

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

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].

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

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

has read this agreement,

understands its terms,

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

has signed this agreement voluntarily.

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

Acknowledgement of Terms. Each party acknowledges that they

have read this agreement,

understand the terms of this agreement,

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

have signed this agreement voluntarily.

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

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

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

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

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

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

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

has carefully read and fully understands all its terms,

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

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

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

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

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

Permits

Holding. Each party holds all Permits necessary for it to execute this agreement and perform its obligations under this agreement.

No Suspension. Neither party's Permits are subject to any, pending (or, to the respective party's knowledge, threatened) material suspension or cancellation.

Compliance. To each party's respective Knowledge, each party[, and their respective Subsidiaries,] is complying and has complied with the terms of all its Permits, except for non-compliance that would not reasonably be expected to have a Material Adverse Effect.

Permits

Holding. [PARTY A] holds all Permits necessary to execute this agreement and perform its obligations under this agreement.

No Suspension. None of [PARTY A]'s Permits are subject to any, pending (or, to [PARTY A]'s knowledge threatened) material suspension or cancellation.

Compliance. To [PARTY A]'s Knowledge, [PARTY A][, and its Subsidiaries,] is complying and has complied with the terms of all its Permits, except for non-compliance that would not reasonably be expected to have a Material Adverse Effect.

Permits

Holding. [PARTY B] holds all Permits necessary to execute this agreement and perform its obligations under this agreement.

No Suspension. None of [PARTY B]'s Permits are subject to any, pending (or, to [PARTY B]'s knowledge, threatened) material suspension or cancellation.

Compliance. To [PARTY B]'s Knowledge, [PARTY B][, and its Subsidiaries,] is complying and has complied with the terms of all its Permits, except for non-compliance that would not reasonably be expected to have a Material Adverse Effect.

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

[LIST ATTACHMENTS]

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]

Master Services Agreement

This Master Services Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [SERVICE PROVIDER NAME], a [PROVIDER JURISDICTION] corporation with its principal place of business at [PROVIDER ADDRESS] ("[PARTY A]") and [CUSTOMER NAME], a [CUSTOMER JURISDICTION] corporation with its principal place of business at [CUSTOMER ADDRESS] ("[PARTY B]").

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

Services[PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work (the "[DELIVERABLES]").

License Grant

Software License. Unless otherwise specified in the applicable Statement of Work, [PARTY A] hereby grants to [PARTY B] a non-exclusive, [transferable / non-transferable], [sublicensable / non-sublicensable], [revocable / irrevocable] license to use the Software, but only for the purpose of this agreement and as necessary to use hardware or systems [PARTY B] purchases.

No Other Rights. [PARTY A] reserves for itself all other rights and interest not explicitly granted under this agreement.

Statements of Work

Contents of Statements of Work. The parties shall describe each individual [DELIVERABLE] to be provided under this agreement in its own statement of work (each, a "Statement of Work"), each one including 

a full description of the particular [DELIVERABLE] provided under the Statement of Work,

the number of [PARTY A]'s personnel who will be assigned to provide the particular [DELIVERABLE],

key [PARTY A] personnel the parties agree are crucial to the provision of the particular [DELIVERABLE] (not to exceed [five] percent of the total personnel assigned to that Statement of Work) (each one a "Key Personnel"),

the applicable Fees and fee schedule, including any milestones and milestone payments if applicable, for the particular [DELIVERABLE],

the service levels and acceptance criteria for the particular [DELIVERABLE],

any materials the parties will provide for the particular [DELIVERABLE],

a timeline for providing the particular [DELIVERABLE], and

a unique identification number for the Statement of Work and explicit reference to this agreement.

Integration. A Statement of Work that is signed by both parties, properly marked with a unique identification number, and refers explicitly to this agreement, will be deemed an integrated part of this agreement.

Severable. The parties may terminate any individual Statement of Work without effecting the remaining agreement or any other Statement of Work.

Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work will control.

Changes to Statements of Work

Proposing Changes. Either party may propose changes to the [DELIVERABLE], Fees, or schedule of a Statement of Work by giving written notice to the other party.

Finalizing Changes. If the parties agree to change the [DELIVERABLE], Fees, or schedule of a Statement of Work, they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes.

Additional Statements of Work

Request Additional Services. [PARTY B] may request additional services by written notice to [PARTY A] reasonably detailing the requested services.

Assess the Request. Promptly after receiving a request for additional services from [PARTY B], [PARTY A] shall

assess the request to determine if there are circumstances preventing it from providing the services, and

if there are no circumstances preventing it from providing the requested services, provide [PARTY A] with estimated Fees and timeline for the requested services.

Execute New Statement of Work. If after receiving [PARTY A]'s estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph [CONTENTS OF STATEMENTS OF WORK].

Acceptance and Rejection

Inspection Period. [PARTY B] will have [INSPECTION PERIOD] Business Days' after [PARTY A] provides each [DELIVERABLE] to inspect and test the [DELIVERABLE] to ensure it meets the acceptance criteria outlined in the applicable Statement of Work (the "Inspection Period").

Acceptance. If in [PARTY B]'s opinion the [DELIVERABLE] meets the acceptance criteria, [PARTY B] shall accept the [DELIVERABLE] and notify [PARTY A] that it is accepting the [DELIVERABLE].

Deemed Acceptance. [PARTY B] will be deemed to have accepted the [DELIVERABLE] if

[PARTY B] fails to notify [PARTY A] on or before the expiration of the Inspection Period, or

if during the Inspection Period, [PARTY B] uses or attempts to use the [DELIVERABLE] beyond what is necessary for inspection and testing and in a way a reasonable person would consider consider consistent with [PARTY B] having accepting the [DELIVERABLE] from [PARTY A].

Rejection. If in [PARTY B]'s opinion, the [DELIVERABLE] fails in a material way to meet the acceptance criteria, [PARTY B] may reject the [DELIVERABLE] by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria.

Opportunity to Cure. If [PARTY B] rejects the [DELIVERABLE], [PARTY A] will have [NUMBER OF OPPORTUNITIES TO CURE] opportunities to promptly cure each failure in the [DELIVERABLE] and re-deliver the [DELIVERABLE] to [PARTY B] to re-inspect and test.

Continued Failure to Cure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail to satisfy the acceptance criteria [NUMBER OF OPPORTUNITIES TO CURE] times, [PARTY B] may either

terminate this agreement, or

adjust the acceptance criteria for that [DELIVERABLE], and

require [PARTY A] to pay the Adjustment Fee.

Adjustment Fee. "Adjustment Fee" means $[ADJUSTMENT FEE].

Liquidated Damages Statement. [PARTY A] acknowledges that

the actual damages likely to result from the late delivery of a [DELIVERABLE], due to [PARTY A]'s failure to comply with the Acceptance Criteria, are difficult to estimate when entering this agreement and would be difficult for [PARTY B] to prove,

the parties intend that [PARTY A]'s payment of the Adjustment Fees would serve to compensate [PARTY B] for [PARTY A]'s failure to timely deliver a [DELIVERABLE] that complies with its acceptance criteria, not to serve as punishment for any such breach by [PARTY A].

Compensation. [PARTY B] shall pay to [PARTY A] compensation for each [DELIVERABLE] according to the fee schedules listed in the applicable Statements of Work (the "Compensation").

Payment of Compensation

Invoice Delivery. [PARTY A] shall invoice [PARTY B] [ bi-weekly / monthly].

Payment. [PARTY B] shall pay each invoice to [PARTY A]

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

in immediately available funds, and

to the account number [PARTY A] specifies below.

Accounting. [PARTY A] shall

maintain records of its Services to [PARTY B], and

make these records available to [PARTY B] on request.

 Invoice Procedure and Requirements. [PARTY A] shall 

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

 an invoice number,

 the invoice date and accounting period,

 the total amount due,

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

 the accounting that details the specific [DELIVERABLE] the invoice is for, and

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

Name:

Title:

Mailing Address:

Email Address:

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

Mutual Representations

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

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

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

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties in accordance with its terms.

No ConflictsNeither party is under any restriction or obligation that may affect the performance of its obligations under this agreement.

Mutual 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.

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 Restrictions[Except as disclosed in their respective disclosure schedule,] neither party is under any restriction or obligation that would affect the performance of their obligations under this agreement.

No Conflicts. [Except as disclosed in their respective disclosure schedule, ]Neither party's execution, delivery, and performance of this agreement will not result in its violation or breach of, or conflict with any

provision of its articles of incorporation or bylaws,

applicable Law or Order, or

other [Material Contract / agreement] it is a party to.

No Warranty

"As-Is". Unless otherwise listed in this agreement, 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], which includes that 

[PARTY A] 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.

Management

Project ManagersEach party shall appoint a relationship manager to manage the relationship established by this agreement (each a "Project Manager") who will

have overall managerial responsibility for the party's responsibilities under this agreement, including for [PARTY A]'s Project Manager, coordinating, overseeing, and monitoring the [PARTY A]'s performance of each [DELIVERABLE],

on the other party's request, attend the other party's regularly scheduled executive level meetings and planning sessions in connection with this agreement,

serve as the primary liaisons between the parties,

maintain steady communication with each other regarding the performance of each [DELIVERABLE], and

be authorized to call on the experience, expertise, and resources of its respective party as necessary and desirable to properly perform their duties.

Communications Though Project Managers. The parties shall direct all significant communications between themselves to the other party's Project Manager, except that [PARTY B] may direct communications regarding disruptions, outages, latency, or other issues with a [DELIVERABLE] to [PARTY A]'s emergency contact designated under paragraph [EMERGENCY CONTACT].

Contact Information

Project Manager Information. Promptly after the Effective Date, each party shall provide the other party with the name, telephone number, facsimile number and e-mail address of its Project Manager.

Emergency Contact. In addition to [PARTY A] Project Manager, [PARTY A] shall provide the name, telephone number, facsimile number and e-mail address of its personnel who [PARTY B] should contact in case of any disruptions, outages, latency, or other issues with a [DELIVERABLE].

Change to Contacts or Contact Information. Either party may change their Project Manager or the contact information of their Project Manager, and in [PARTY A]'s case it's emergency contact and the contact information of the emergency contact, by giving written notice to the other party detailing the changes.

Periodic Reports and Meetings

Daily Reports[PARTY A], through its Project Manager, shall provide [PARTY B] with daily reports of its performance under this agreement, in a form and substance the parties agree to in writing. 

Feedback to Daily Reports. [PARTY B], through it's Project Manager, shall provide [PARTY A] with feedback to [PARTY A]'s daily reports, in a form and substance the parties agree to in writing.

Quarterly Meetings. The parties shall meet on a quarterly basis, at a time and location determined by [PARTY B], to review and discuss the performance of each [DELIVERABLE] under this agreement and related matters, including planning, forecasting, new services, and other matters [PARTY B] deems appropriate.

Meeting Minutes. [PARTY B] shall keep written minutes of what the parties discuss at each meeting, and provide a copy of the minutes of a meeting to [PARTY A] promptly after that meeting.

Management

Project ManagersEach party shall appoint a relationship manager to manage the relationship established by this agreement (each a "Project Manager") who will

have overall managerial responsibility for the party's responsibilities under this agreement, including for [PARTY A]'s Project Manager, coordinating, overseeing, and monitoring the [PARTY A]'s performance of each [DELIVERABLE],

on the other party's request, attend the other party's regularly scheduled executive level meetings and planning sessions in connection with this agreement,

serve as the primary liaisons between the parties,

maintain steady communication with each other regarding the performance of each [DELIVERABLE], and

be authorized to call on the experience, expertise, and resources of its respective party as necessary and desirable to properly perform their duties.

Communications Though Project Managers. The parties shall direct all significant communications between themselves to the other party's Project Manager, except that [PARTY B] may direct communications regarding disruptions, outages, latency, or other issues with a [DELIVERABLE] to [PARTY A]'s emergency contact designated under paragraph [EMERGENCY CONTACT].

Contact Information

Project Manager Information. Promptly after the Effective Date, each party shall provide the other party with the name, telephone number, facsimile number and e-mail address of its Project Manager.

Emergency Contact. In addition to [PARTY A] Project Manager, [PARTY A] shall provide the name, telephone number, facsimile number and e-mail address of its personnel who [PARTY B] should contact in case of any disruptions, outages, latency, or other issues with a [DELIVERABLE].

Change to Contacts or Contact Information. Either party may change their Project Manager or the contact information of their Project Manager, and in [PARTY A]'s case it's emergency contact and the contact information of the emergency contact, by giving written notice to the other party detailing the changes.

Personnel 

Skilled Personnel. [PARTY A] shall retain and employ personnel, including subcontractors under section [SUBCONTRACTORS] who have the experience, skill, diligence, and expertise necessary and appropriate to perform the [DELIVERABLES] according to standards and service levels required under this agreement.

Supervision of Personnel. [PARTY A] shall be responsible for all personnel assigned to provide the [DELIVERABLE] to [PARTY B].

Key Personnel. [PARTY A] will not, without good cause, replace any Key Personnel unless [PARTY B] consents in writing.

Replacement Personnel

Request for Good Cause. For good cause, [PARTY B] may request replacement of any of [PARTY A]'s personnel. 

Response to Request. If [PARTY B] has good cause to request a replacement, within [five] Business Days' of receiving the request, [PARTY A] shall use reasonable efforts to provide substitute personnel of sufficient skill, knowledge, and training, subject to their availability.

Background Checks, Criminal Records Checks, and Credit Checks. To the extent permitted by Law and after obtaining the applicable consents from the affected personnel, before assigning any personnel to provide [DELIVERABLE] under this agreement [PARTY A] shall

complete background checks on all these personnel, and

on [PARTY B]'s reasonable request and sole expense, update any of these checks.

Personnel 

Skilled Personnel. [PARTY A] shall retain and employ personnel, including subcontractors under section [SUBCONTRACTORS] who have the experience, skill, diligence, and expertise necessary and appropriate to perform the [DELIVERABLES] according to standards and service levels required under this agreement.

Supervision of Personnel. [PARTY A] shall be responsible for all personnel assigned to provide the [DELIVERABLE] to [PARTY B].

Security Training. [PARTY A] shall ensure that its personnel, on hiring and at least once a year afterwards, participate in security awareness training, including at a minimum, [PARTY A]’s security policies, including acceptable use, password protection, data classification, incident and breach reporting, the repercussions of violations, and brief overviews of applicable laws and regulations.

Key Personnel. [PARTY A] will not, without good cause, replace any Key Personnel unless [PARTY B] consents in writing.

Replacement Personnel

Request for Good Cause. For good cause, [PARTY B] may request replacement of any of [PARTY A]'s personnel. 

Response to Request. If [PARTY B] has good cause to request a replacement, within [five] Business Days' of receiving the request, [PARTY A] shall use reasonable efforts to provide substitute personnel of sufficient skill, knowledge, and training, subject to their availability.

Background Checks, Criminal Records Checks, and Credit Checks. To the extent permitted by Law and after obtaining the applicable consents from the affected personnel, before assigning any personnel to provide [DELIVERABLE] under this agreement [PARTY A] shall

complete background checks on all these personnel, and

on [PARTY B]'s reasonable request and sole expense, update any of these checks.

Personnel

Skilled Personnel. [PARTY A] shall retain and employ personnel, including subcontractors under section [SUBCONTRACTORS] who have the experience, skill, diligence, and expertise necessary and appropriate to perform the [DELIVERABLES] according to standards and service levels required under this agreement.

Security Training. [PARTY A] shall ensure that its personnel, on hiring and at least once a year afterwards, participate in security awareness training, including at a minimum, [PARTY A]’s security policies, including acceptable use, password protection, data classification, incident and breach reporting, the repercussions of violations, and brief overviews of applicable laws and regulations.

Supervision of Personnel. [PARTY A] shall be responsible for all personnel assigned to provide the [DELIVERABLE] to [PARTY B].

[PARTY B] Supervision and Input on Personnel Activities

Supervision[PARTY B] may direct and supervise the daily responsibilities of [PARTY A]'s personnel only to the extent necessary to perform the [DELIVERABLE] and for security purposes, but not in the capacity as engaging personnel for work.

Input[PARTY B] will not evaluate, test, counsel, or discipline [PARTY A]'s personnel.

Key Personnel. [PARTY A] will not, without good cause, replace any Key Personnel unless [PARTY B] consents in writing.

Review of Staffing Levels. The parties shall cooperate to

regularly review all staffing levels across all Statement of Works to identify appropriate personnel assignments, adjustments, and corrective actions, and

if required, make any adjustments to personnel assignments to ensure that the timeline of each Statement of Work is met, and in a way that minimizes the interference on the timelines and projected cost for any Statement of Work that may be affected by a personnel adjustment.

Replacement Personnel

Request for Good Cause. For good cause, [PARTY B] may request replacement of any of [PARTY A]'s personnel. 

Response to Request. If [PARTY B] has good cause to request a replacement, within [five] Business Days' of receiving the request, [PARTY A] shall use reasonable efforts to provide substitute personnel of sufficient skill, knowledge, and training, subject to their availability.

Exclusivity of Personnel. [PARTY A] will not assign any of its personnel responsible for providing any [DELIVERABLE] to [PARTY B] to do any work for any other of [PARTY A]'s clients, unless [PARTY B] consents in writing.

Background Checks, Criminal Records Checks, and Credit Checks. To the extent permitted by Law and after obtaining the applicable consents from the affected personnel, before assigning any personnel to provide [DELIVERABLE] under this agreement [PARTY A] shall

complete background checks on all these personnel,

on [PARTY B]'s reasonable request and sole expense, update any background checks, and

on [PARTY B]'s reasonable request, perform or update criminal records checks and credit checks on these personnel, at [PARTY B]'s expense unless criminal records checks and credit checks are required under a Statement of Work applicable to the personnel in question.

Failing Background Check. [PARTY A] will not permit any personnel who fail any of the checks described in the paragraph directly above to continue to provide any [DELIVERABLE] or have access to any of [PARTY B]'s Data.

Obligations as Employer. [PARTY A] shall be solely responsible for setting compensation rates and methods of pay for its personnel, including

determining and paying all wages and salaries,

determining and providing benefits,

ensuring all compensation complies with Law, and

filing any reports on the personnel providing any [DELIVERABLE] required by Law and with the appropriate Governmental Authorities.

Personnel

Skilled Personnel. [PARTY A] shall retain and employ personnel, including subcontractors under section [SUBCONTRACTORS] who have the experience, skill, diligence, and expertise necessary and appropriate to perform the [DELIVERABLES] according to standards and service levels required under this agreement.

Security Training. [PARTY A] shall ensure that its personnel, on hiring and at least once a year afterwards, participate in security awareness training, including at a minimum, [PARTY A]’s security policies, including acceptable use, password protection, data classification, incident and breach reporting, the repercussions of violations, and brief overviews of applicable laws and regulations.

Supervision of Personnel. [PARTY A] shall be responsible for all personnel assigned to provide the [DELIVERABLE] to [PARTY B].

[PARTY B] Supervision and Input on Personnel Activities

Supervision[PARTY B] may direct and supervise the daily responsibilities of [PARTY A]'s personnel only to the extent necessary to perform the [DELIVERABLE] and for security purposes, but not in the capacity as engaging personnel for work.

Input[PARTY B] will not evaluate, test, counsel, or discipline [PARTY A]'s personnel.

Key Personnel. [PARTY A] will not, without good cause, replace any Key Personnel unless [PARTY B] consents in writing.

Review of Staffing Levels. The parties shall cooperate to

regularly review all staffing levels across all Statement of Works to identify appropriate personnel assignments, adjustments, and corrective actions, and

if required, make any adjustments to personnel assignments to ensure that the timeline of each Statement of Work is met, and in a way that minimizes the interference on the timelines and projected cost for any Statement of Work that may be affected by a personnel adjustment.

Replacement Personnel

Request for Good Cause. For good cause, [PARTY B] may request replacement of any of [PARTY A]'s personnel. 

Response to Request. If [PARTY B] has good cause to request a replacement, within [five] Business Days' of receiving the request, [PARTY A] shall use reasonable efforts to provide substitute personnel of sufficient skill, knowledge, and training, subject to their availability.

Exclusivity of Personnel. [PARTY A] will not assign any of its personnel responsible for providing any [DELIVERABLE] to [PARTY B] to do any work for any other of [PARTY A]'s clients, unless [PARTY B] consents in writing.

Background Checks, Criminal Records Checks, and Credit Checks. To the extent permitted by Law and after obtaining the applicable consents from the affected personnel, before assigning any personnel to provide [DELIVERABLE] under this agreement [PARTY A] shall ensure

complete background checks on all personnel hired who will have access to [PARTY B]'s facility, Confidential Information, or data,

on [PARTY B]'s reasonable request and sole expense, update any background checks, and

on [PARTY B]'s reasonable request, perform or update criminal records checks and credit checks on these personnel, at [PARTY B]'s expense unless criminal records checks and credit checks are required under a Statement of Work applicable to the personnel in question.

Drug Screening. To the extent permitted by Law and after obtaining the applicable consents from the affected personnel, before assigning any personnel to provide [DELIVERABLE] under this agreement[PARTY A] shall

conduct drug screen checks, in keeping with the U.S. Drug Free Workplace Act or equivalent in other countries, on all personnel hired who will have access to [PARTY B]'s facility, Confidential Information, or data, or

deliver to [PARTY B] evidence of that these personnel have passed the required drug screen check within the preceding [three] months.

Failing Background Check or Drug Screening. [PARTY A] will not permit any personnel who fail any of the checks described in the paragraph directly above to continue to provide any [DELIVERABLE] or have access to any of [PARTY B]'s Data.

Obligations as Employer. [PARTY A] shall be solely responsible for setting compensation rates and methods of pay for its personnel, including

determining and paying all wages and salaries,

determining and providing benefits,

ensuring all compensation complies with Law, and

filing any reports on the personnel providing any [DELIVERABLE] required by Law and with the appropriate Governmental Authorities.

Subcontractors

Subcontracting Permitted. [PARTY A] may subcontract, either wholly or partially, any Work under this agreement to its Affiliates or any other third party.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontractors

Subcontracting Permitted. [PARTY A] may subcontract, either wholly or partially, any Work under this agreement to its Affiliates or any other third party.

Protective Restrictions on Subcontractors. If [PARTY A] subcontracts, it shall ensure the subcontract contains at least the same level of restrictions on the subcontractor, including confidentiality, non-solicitation and non-competition, compliance with Law, and security obligations, are at least as restrictive as those contained in this agreement.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontractors

Written Consent Required for Subcontracting[PARTY A] will not subcontract any Work without [PARTY B]'s written consent.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontracting

Written Consent Required for Subcontracting. [PARTY A] will not subcontract any Work without [PARTY B]'s or the Client's written consent.

Protective Restrictions on Subcontractors. If [PARTY A] subcontracts, it shall ensure the subcontract contains at least the same level of restrictions on the subcontractor, including confidentiality, non-solicitation and non-competition, compliance with Law, and security obligations, are at least as restrictive as those contained in this agreement.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Subcontracting

Written Consent Required for Subcontracting. [PARTY A] will not subcontract any Work without [PARTY B]'s written consent.

Protective Restrictions on Subcontractors. If [PARTY A] subcontracts, it shall ensure the subcontract contains at least the same level of restrictions on the subcontractor, including confidentiality, non-solicitation and non-competition, compliance with Law, and security obligations, are at least as restrictive as those contained in this agreement.

[PARTY A] Remains Responsible. [PARTY A] will 

be deemed to have performed any Work actually performed by a subcontractor, and

remain responsible and liable for any Work performed by a subcontractor as if [PARTY A] had provided the Work itself.

Due Diligence. [PARTY A] shall use reasonable efforts to cooperate with any due diligence [PARTY B] requests done on any proposed subcontractor.

[PARTY B]'s Point of Contact. [PARTY A] shall remain [PARTY B]'s sole point of contact regarding the Work provided by any subcontractor.

Transfer of Subcontracting Agreement. [PARTY A] shall ensure that each subcontracting agreement with an subcontractor is transferable to [PARTY B] on the expiration or termination of this agreement.

Notice of Subcontractor's Breach. [PARTY A] shall

give [PARTY B] notice of any actual or suspected breach by a subcontractor of any of its obligations in providing Work, and

on [PARTY B]'s reasonable request, provide [PARTY B] with any further information in connection with the actual and suspected breach.

Removal of Subcontractors

Request to Remove Subcontractor. [PARTY B] may request [PARTY A] remove any subcontractor from its role in providing Work by giving written notice to [PARTY A] that [PARTY B] determines

the subcontractor's continued performance of functions or work in connection with the Work will prejudice [PARTY B]'s interests,

the subcontractor's performance has been materially deficient or has resulted in a material breach under this agreement, or

there have been material misrepresentations by or in connection with the subcontractor.

Investigation and Discussion of Violations. Within [three] Business Days' of receiving [PARTY B]'s notice, [PARTY A] shall

investigate the matters stated in [PARTY B]'s notice, and

discuss the findings of its investigation with [PARTY B].

Termination. If after the parties discussions, [PARTY B] still, in good faith and acting reasonably, requires the removal of the subcontractor, [PARTY A] shall promptly

terminate the subcontractor's contract at its own expense, and

arrange for temporary personnel adjustments as necessary to maintain continuity and timeline for providing the Work the terminated subcontractor had been working on until permanent personnel, including contracting with new subcontractors under this section, can be assigned to replace the terminated subcontractor.

Liability for Subcontractor's Claims. [PARTY A] will be solely responsible for any claims made by any subcontractor arising out of [PARTY A]'s removal and termination of the subcontractor.

Software Deliverables and License Grant

Software Provided in Source Code. Unless the parties agree otherwise in any Statement of Work or any separate license or technology agreement, if [PARTY A] provides [PARTY B] with any [DELIVERABLE] that requires [PARTY B]'s use of any [PARTY A] software, other than firmware necessary to operate a piece of hardware, (a "Software Deliverable"), [PARTY A] shall provide [PARTY B] with access to or a copy of the Software Deliverable.

Object Code Only. [PARTY A] will be required to provide Software Deliverables in object code only.

Software License Grant. [PARTY A] hereby grants to [PARTY B] a non-exclusive, nontransferable worldwide license to 

use and display, to the extent necessary for [PARTY B] obtain the benefit of the relevant [DELIVERABLE]any Software Deliverables [PARTY A] provides to [PARTY B] under this agreement, in object code only, 

use and display, to the extent necessary for [PARTY B] obtain the benefit of the relevant [DELIVERABLE], any documentation regarding the provided Software Deliverables, and

make copies of the Software Deliverable and documentation for [PARTY B]'s internal use.

Firmware Sold, Not Licensed The license granted under this section applies to software separable from any hardware provided by [PARTY A], and does not apply to any firmware related to the [DELIVERABLE], which is sold instead of licensed. 

Termination of License Grant[PARTY B]'s license to use, display, and make copies of a Software Deliverable and the related documentation will expire or terminate on the expiration or termination of the applicable Statement of Work. 

Third Party Software If any Software Deliverables are licensed to [PARTY A] by a third party, [PARTY B] shall be bound by any different or additional conditions that are required by the third party that [PARTY A] communicates to [PARTY B] in writing.

Restrictions. Neither [PARTY B], nor any of its Subsidiaries, Affiliates, or agents, will 

sell, lease, license, or sublicense A Software Deliverable,

decompile, disassemble, or reverse engineer a Software Deliverable, in whole or in part, unless any of these restrictions are prohibited by Law,

allow any one other than its employees to access a Software Deliverable,

use a Software Deliverable to provide processing services to third parties,

otherwise use a Software Deliverable on a "service bureau" basis, or

provide, disclose, divulge, make available to, or permit the use of a Software Deliverable by any third party unless [PARTY A] consents in writing.

Markings and Notices. [PARTY B] will not remove any copyright notices, proprietary markings, trademarks, or trade names from any Software Deliverable or documentation.

As-Is Warranty. Software Deliverables and documentation are provided "as-is".

No Implied Warranty. [PARTY A] makes no warranties whatsoever, express or implied, regarding any Software Deliverable or related documentation, including no warranty or merchantability or fitness for any particular purpose.

Software Deliverable and License Agreement. If [PARTY A] provides [PARTY B] with any [DELIVERABLE] that requires [PARTY B]'s use of any [PARTY A] software, other than firmware necessary to operate a piece of hardware, (a "Software Deliverable"), the parties shall enter a separate license agreement to provide for the license for [PARTY B] to use and display the Software Deliverable and any related documentation.

Facilities and Equipment

Services Requiring [PARTY B] Equipment at [PARTY A] Facilities. The following terms will apply to the extent [PARTY A] is providing [DELIVERABLE] using [PARTY B] Equipment at [PARTY A]'s facilities:

Use Only for Services. [PARTY A] shall install [PARTY B]'s Equipment in [PARTY A]'s facilities only to the extent necessary and desirable the purpose of providing the [DELIVERABLE].

Right to Use[PARTY B] hereby grants [PARTY A] all necessary rights and permissions necessary to use [PARTY B]'s equipment for the purpose of providing the [DELIVERABLE]..

No Ownership Interests[PARTY A]'s use and placement of [PARTY B]'s Equipment in [PARTY A]'s facilities will not create or vest in [PARTY B] any easement, leasehold interest, or other property right of any nature in [PARTY A]'s facilities or in any property located in [PARTY A] facilities, except for [PARTY B]'s Equipment.

No Restrictions on [PARTY A]'s Use of facilities. Nothing in this section will limit [PARTY A]'s right to access, operate, and use its facilities.

[PARTY B] Access to [PARTY A]'s Facilities 

Access on Notice. On 48 hours written notice from [PARTY B], [PARTY A] shall provide [PARTY B], its Representatives, with reasonable access to [PARTY B]'s Equipment in [PARTY A]'s facilities during [PARTY A]'s regular business hours.

Contents of Notice. [PARTY B] shall include in its notice to [PARTY A] the identity of its Representatives who will access [PARTY A]'s facilities, the specific purposes for which [PARTY B] needs access to its Equipment, and the work [PARTY B] intends to undertake.

Reject Access. Subject to paragraph [EMERGENCY ACCESS] directly below, [PARTY A] may reasonably reject, delay, or restrict [PARTY B]'s access for good cause.

Emergency Access. In the case of a bona fide emergency in which [PARTY B]'s Representatives need immediate access its Equipment in [PARTY A]'s facilities, [PARTY A] shall use reasonable efforts to grant immediate access, provided that [PARTY B]'s Representatives must comply with [PARTY A]'s emergency access procedures as posted or as otherwise communicated in writing, and with any other reasonable terms of access [PARTY A] requires.

Maintenance 

Periodic Maintenance[PARTY A] may periodically conduct routine scheduled maintenance of its facilities during which time [PARTY B]'s Equipment may be unable to transmit or receive data, and [PARTY B] may be unable to access its Equipment.

Notice and Timing Maintenance[PARTY A] shall

provide [PARTY B] with written notice at least 15 Business Days' before any routine maintenance. [PARTY A] shall

use reasonable efforts to conduct this maintenance during non-peak hours and to complete this maintenance as promptly and efficiently as possible so as to minimize any inconvenience to [PARTY B], any interruption of the [DELIVERABLE], and any failure to achieve applicable service levels.

No Liability. During this routine maintenance, [PARTY A] will not be liable for any interruption to the [DELIVERABLE] or failures to achieve any applicable service levels, unless the interruption or failure to achieve any applicable service levels is the result of [PARTY A]'s gross negligence or willful misconduct.

Emergency Maintenance. If [PARTY A] is required to conduct emergency maintenance on its facilities, the notice provisions of this paragraph [MAINTENANCE] will not apply, and [PARTY A] will only be required to give as much notice as practicable.

Placement. [PARTY A] may decide the placement of [PARTY B]'s Equipment within [PARTY A]'s facilities.

Services Requiring [PARTY B] Equipment at [PARTY B] Facilities. The following terms apply to the extent [PARTY A] is providing [DELIVERABLE] using [PARTY B]'s Equipment at [PARTY B]'s facilities:

Access[PARTY B] shall provide [PARTY A] with reasonable and safe access to [PARTY B]'s facilities, at all times reasonably required by [PARTY A] to provide the [DELIVERABLE].

No Liability for Impact on Services Caused by Delay[PARTY A] will not be liable to [PARTY B] for any negative impact on the [DELIVERABLE] or service levels that is caused by or is the direct result of [PARTY B]'s unreasonable denial or delay of [PARTY A]'s access to [PARTY B]'s facilities.

Use of Facilities and Support[PARTY B] shall provide [PARTY A], at no expense to [PARTY A], temporary use of space, Equipment, and support at [PARTY B]'s facilities as reasonably necessary for [PARTY A] to provide the [DELIVERABLE], including all heat, light, power, air conditioning, uninterruptible power supply and other similar utilities, reasonable office space, furniture, reasonably secure storage space and equipment staging facilities, office supplies, telephone service, office support services (including security and janitorial), coordination of facilities security requirements, and administrative support.

Provide Safe Working Environment[PARTY B] shall ensure that its facilities constitutes a safe working environment, and complies with all applicable Laws.

No Ownership Interest[PARTY A]'s use of any [PARTY B]'s facilities will not constitute, create, or vest in [PARTY A] any leasehold interest, easement, or other property right in [PARTY B]'s facilities or Equipment.

No Restrictions on [PARTY B]'s Use of facilities. Nothing in this section will limit [PARTY B]'s right to access, operate, and use its facilities.

[PARTY A] Equipment at [PARTY B]'s facilities. [PARTY B] shall maintain all [PARTY A] Equipment (if any), whether owned, rented, or leased by [PARTY A]that is located at [PARTY B]'s facilities in a room accessible only by using a key or computerized card-access security system, and only by [PARTY B] employees who are responsible for the operation or maintenance of that Equipment and any [PARTY A]-authorized personnel.

Parties Conduct While at Each Others' FacilitiesEach party shall exercise due care and diligence to

prevent any injury to Persons or damage to property while at the other party's facilities, and

comply with the other party's policies and procedures the other party gives it notice of.

Standards of Service

Service Levels. [PARTY A] shall

meet or exceed the service levels listed in the [applicable] Statement of Work in providing the [DELIVERABLE], and

ensure any work done by subcontractors meets or exceeds the applicable service levels.

Sufficient Resources. [PARTY A] shall maintain sufficient resources to perform its obligations under this agreement.

Service Level Credits. If [PARTY A] fails to meet any service level, then [PARTY B] may credit the Compensation related to that [DELIVERABLE], as listed in the applicable Statement of Work, against future Compensation for that [DELIVERABLE].

Service Levels

Applicable Levels. [PARTY A] shall perform the Services so as to meet or exceed the service levels listed in the applicable Statement of Work (the "Service Levels").

Errors in Services. On [PARTY B]'s notice of any errors or omissions, [PARTY A] shall provide [PARTY B] with information and adjustments in the Services for any errors or omissions in the Services.

Delays in Services[PARTY A] shall use reasonable efforts to avoid and remedy in delay in the Services.

Standards of Service

Service Levels. [PARTY A] shall

meet or exceed the service levels listed in the Service Level Agreement[, attached to this agreement / available at [URL OF SERVICE LEVEL AGREEMENT], and

ensure any work done by subcontractors meets or exceeds the applicable service levels.

Sufficient Resources. [PARTY A] shall maintain sufficient resources to perform its obligations under this agreement.

Service Level Credits. If [PARTY A] fails to meet any service level, then [PARTY B] may credit the Compensation related to that [DELIVERABLE], as listed in the applicable Statement of Work against future Compensation it owes.

 Improvement Opportunities

Identification. [PARTY A] shall implement formal processes to proactively identify, investigate, and analyze opportunities to improve the overall success of the parties' relationship and the [DELIVERABLE], including opportunities to

continue to improve the quality of the [DELIVERABLE],

suggest new [DELIVERABLE] (including new predictive models that could enable [PARTY B] to maintain or enhance its industry advantages),

drive additional revenues to, or cost savings for, [PARTY B] through technological innovation,

optimize [PARTY A]'s business and technical assets through shared or leveraged services, expanded re-use, and consolidation, and

provide increased business operational and technical resilience to continue the timely delivery of [DELIVERABLE] despite unforeseen external events.

Implementation of Improvements

Notice of Opportunities and Costs. If [PARTY A] determines that an improvement opportunity is technically possible and could result in meeting one or more of the objectives, [PARTY A] shall notify [PARTY B] of the improvement opportunity and any potential increases in Compensation it would require.

Amendments. If [PARTY B] requests the improvement, the parties shall cooperate to amend this agreement to provide for the improvement, including any appropriate adjustment in Compensation the parties agree on.

Tracking Improvements. Each quarter [PARTY A] shall deliver written reports to [PARTY B] tracking the implementation of any improvement opportunities and reconciling the expected potential savings with actual related savings.

Business Continuity and Disaster Recovery Plans

Business Continuity Plans[PARTY A] shall maintain a business continuity plan for each [DELIVERABLE], describing measures [PARTY A] will implement to recover from a Disaster.

Disaster Recovery Plans[PARTY A] shall include in each business continuity plan a plan for the recovery of critical technology systems, and procedures for restoring business operations at the primary location or at a designated recovery site for those critical technology systems, if necessary.

Alternative Communications Plans. The parties shall cooperate to establish a plan for alternative communications in the event of a Disaster.

Disaster Definition. "Disaster" means, for the purpose of this agreement, any unplanned impairment or interruption of those systems, resources, or processes that enable standard performance or functionality of the applicable [DELIVERABLE].

[PARTY B]'s Obligations

Internal Use Only. [PARTY B] shall use the [DELIVERABLE] and any license granted under this agreement only for its own internal use.

Suitability of Environment[PARTY B] shall ensure that the physical and technical environments at its facilities, to the extent those environments are within its control and related to the [DELIVERABLE], are appropriate.

Security Precautions[PARTY B] shall employ reasonable security precautions in connection with the use of the [DELIVERABLE], including encrypting any information Confidential Information or other information that is subject to special legal or regulatory security requirements and that [PARTY B] transmits or stores in connection with the [DELIVERABLE].

Provide Reasonable Access[PARTY B] shall provide [PARTY A] with all information, documentation, and access to [PARTY B] facilities reasonably necessary to provide the [DELIVERABLE].

Prevent Unauthorized Access[PARTY B] shall prevent unauthorized access to the [DELIVERABLE], including unauthorized access by [PARTY B] Representatives not authorized to use the [DELIVERABLE] and by third parties.

Further Assurances[PARTY B] shall, on [PARTY A]'s request, provide [PARTY A] with sufficient resources, and specified employees, and making and giving timely decisions, approvals, and acceptances necessary and desirable for [PARTY A] to provide the [DELIVERABLE]

Intellectual Property 

Each Party Retains Intellectual Property. Subject to paragraph [LICENSE TO PARTY A] below, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or outside the scope of this agreement.

License to [PARTY A]. [PARTY B] hereby grants to [PARTY A] a non-exclusive, non-transferable, non-sublicensable, world-wide, and royalty-free license to use [PARTY B]'s pre-existing Intellectual Property solely for the purpose of providing the [DELIVERABLE].

Developed Intellectual Property. If any Intellectual Property is developed under this agreement, whether by one party on its own or jointly-developed by both parties, the parties shall cooperate to execute a separate agreement regarding the ownership of and any licenses regarding that newly-developed Intellectual Property.

Intellectual Property 

Each Party Retains Intellectual Property. Subject to paragraph [LICENSE TO PARTY A] below, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or outside the scope of this agreement.

License to [PARTY A]. [PARTY B] hereby grants to [PARTY A] a non-exclusive, non-transferable, non-sublicensable, world-wide, and royalty-free license to use [PARTY B]'s pre-existing Intellectual Property solely for the purpose of providing the [DELIVERABLE].

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.

Non-Solicitation

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

Permitted Hirings

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

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

Non-Solicitation

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

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

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

Permitted Hirings and Business

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

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

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

Mutual Non-Solicitation

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

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

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

Permitted Hirings and Business

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

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

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

Mutual Non-Solicitation

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

Permitted Hirings

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

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

Publicity

Consent. Neither party will use the other party's name, logo, or trademarks, or issue any press release or public announcement regarding this agreement, without the other party's written consent, unless specifically permitted under this agreement or required by Law.

Cooperation. The parties shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.

No Unreasonable Delay. The parties will not unreasonably withhold or delay their consent to press releases or public announcements.

1.1. Use of Name. Licensee will not use the name, trademarks, or other marks of Licensor without the Licensor's written approval. Licensor may use Licensee's name and logo without prior approval.

Use of Name. Neither party will use the other party's name, logos, trademarks, or other marks without that party's written consent.

 Compliance with Laws and Procedures

Compliance with Laws. Each party shall

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

keep records evidencing its compliance, and

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

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

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

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

Compliance with Laws. Each party shall

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

keep records evidencing its compliance,

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

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

Compliance with Laws. [PARTY B] shall

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

keep records evidencing its compliance, 

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

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

Compliance with Laws and Procedures

Compliance with Laws. [PARTY B] shall

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

keep records evidencing its compliance, and

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

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

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

Compliance with Laws. Each party shall

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

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

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

[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 

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, 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 

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

[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. 

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.

[PARTY A]'s Use of Data

Purpose. [PARTY A] will use [PARTY B]'s Data only in furtherance of this agreement and in providing the [DELIVERABLE].

Standard of Care. [PARTY A] shall exercise at least the same degree of care as it uses with its own data and Confidential Information, but in no event less than reasonable care, to protect [PARTY B]'s Data from misuse and unauthorized access or disclosure.

Safeguards Around Data. [PARTY A] shall use appropriate safeguards to protect [PARTY B]'s Data from misuse and unauthorized access or disclosure, including

maintaining adequate physical controls and password protections for any server or system on which [PARTY B]'s Data is stored,

ensuring [PARTY B]'s Data is not stored on any mobile device (for example, a laptop or smartphone) or transmitted electronically unless encrypted, and

taking any other measures reasonably necessary to prevent any use or disclosure of [PARTY B]'s Data other than as allowed under this agreement.

Permitted Disclosure. [PARTY A] may disclose [PARTY B]'s Data only

to the extent necessary, and

to its officers, directors, employees, consultants, and representatives on a need-to-know basis.

Required Disclosure. If [PARTY A] is compelled by Law to disclose any of [PARTY B]'s Data, [PARTY A] shall notify [PARTY B] before disclosing the compelled Data.

Unauthorized Disclosure

Report. Within [three] Business Days' of [PARTY A] becoming aware of any unauthorized use or disclosure of [PARTY B]'s Data, [PARTY A] shall promptly report that unauthorized use or disclosure to [PARTY B].

Cooperation and Mitigation. [PARTY A] shall cooperate with any remediation that [PARTY B], in its discretion, determines is necessary to

address any applicable reporting requirements, and

mitigate any effects of such unauthorized use or disclosure of [PARTY B]'s Data.

Agents and Subcontractors. [PARTY A] shall ensure that any employees, agents, and representatives, including subcontractors, to whom it provides [PARTY B]'s Data agree to the same restrictions and conditions listed in this agreement.

No Modification of Data. [PARTY A] shall not copy, decompile, modify, reverse engineer, or create derivative works out of any of [PARTY B]'s Data.

Export Control Laws. Each party shall obtain all Permits necessary to and otherwise comply with all Laws on export control applicable to this agreement and all transactions contemplated under this agreement.

Regulatory Matters. Each party shall promptly notify the other

if it becomes the subject of any material claim or demand by any Governmental Authority regarding the [DELIVERABLE] or otherwise regarding this agreement, or Action relating to such a material claim or demand that is brought by either a Governmental Authority or other third party, and 

of any updates in the status or disposition of any such claim, demand, or action.

Inspection and Audit of Books and Records

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

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

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

Inspection and Audit of Books and Records

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

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

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

Inspection and Audit of Books and Records

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

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

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

Inspection and Audit of Facilities and Employees

Inspection. On reasonable notice from [PARTY A], [PARTY B] shall provide [PARTY A] access to its facilities, [specified] Representatives relevant to this agreement during normal business hours, so that [PARTY A] can inspect and audit [PARTY B]'s facilities, and [specified] Representatives, to verify [PARTY B] is complying with this agreement.

Conduct of Inspection

Minimal Interference[PARTY A] shall conduct any inspection and audit in a manner meant to minimize disruption to [PARTY B]'s business, including reasonably restricting the scope, manner, and duration of any inspection to minimize disruption.

Cooperation. [PARTY B] shall cooperate with [PARTY A]'s inspection and audit.

Termination

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

Termination for Material Breach

Termination of Statements of Work. Each party may terminate a Statement of Work 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 specifically related to that Statement of Work or the relevant [DELIVERABLE], 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 of Agreement for Material Breach. Each party may terminate any Statement of Work 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 in this agreement or any Statement of Work,

the failure, inaccuracy, or breach is serious enough to materially harm or otherwise reduce the value of this entire agreement, not just any particular Statement of Work, 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 Failure to Pay. [PARTY A] may terminate this agreement with immediate effect, by delivering notice of the termination to [PARTY B], if [PARTY B] fails to pay Compensation on time [three] times over any 12 month period. 

Return of Property. On termination or expiration of this agreement, or on [PARTY A]'s request, [PARTY B] shall

return to [PARTY A] all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from [PARTY A],

destroy all copies of [PARTY A]'s of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and

on [PARTY A]'s request, certify to [PARTY A] in writing that it destroyed all these copies.

Return of Property. On termination or expiration of this agreement, or on the other party's request, each party shall

return to the other party all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from the other party,

destroy all copies of the other party's of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and

on the other party's request, certify to the other party in writing that it destroyed all these copies.

Return of Property. On termination or expiration of this agreement, or on [PARTY A]'s request, [PARTY B] shall return to [PARTY A] all [PARTY A] information, documents, equipment, files, and other property, including Intellectual Property, both originals and copies, in [PARTY B]'s possession or in its direct or indirect control. 

Return of Property. On termination or expiration of this agreement, or on the other party's request, each party shall return to the other party all of the information, documents, equipment, files, and other property, including Intellectual Property, both originals and copies, it received from the other party.

Return of Property

Return or Destruction. Subject to paragraph [ARCHIVE EXCEPTION], on termination or expiration of this agreement, or on the other party's request, each party shall

return to the other party all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from the other party,

destroy all copies of the other party's of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and

on the other party's request, certify to the other party in writing that it destroyed all these copies.

Archive Exception. Each party may retain an archival copy of the other party's information, documents, equipment, files, and other property, including Intellectual Property, if and to the extent necessary to comply with Law or archival policies.

Mitigation. Each party shall use reasonable efforts to mitigate all losses under this agreement. 

Mitigation. Any party entitled to indemnification under this agreement shall use reasonable efforts to mitigate all losses (other than matters concerning Taxes) after becoming aware of any event which could reasonably be expected to give rise to any losses that are indemnifiable or recoverable under this agreement.

Effect of Termination

Refund Amounts. [PARTY A] shall promptly refund to [PARTY B] any prepaid Compensation covering the remainder of the term of all [DELIVERABLE] after the effective date of termination.

Pay Outstanding Amounts[PARTY B] shall promptly pay to [PARTY A] all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

Discontinuance of Use. [PARTY B] shall promptly cease all use of the [DELIVERABLE] on the effective date of the termination.

Recovery of Data. [PARTY B] will have [30] days from the date of termination to retrieve any of data that [PARTY B] wishes to keep.

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].

Advice as to Status of Work. On termination or expiration of this agreement or of a particular Statement of Work, [PARTY A] shall

inform [PARTY B] of the status of the performance of the [DELIVERABLE] under any Statements of Work still in effect, and

on [PARTY B]'s request, provide [PARTY B] with any [DELIVERABLE], including any work in progress, under a terminated Statement of Work.

Termination Assistance Services. Unless [PARTY A] terminates this agreement or a Statement of Work for [PARTY B]'s material breach, [PARTY A] shall cooperate with [PARTY B] to design and provide termination assistance services to [PARTY B] for a period not to exceed [three] months following termination of the agreement or the particular Statement of Work, on terms that are fair and commercially reasonable and generally commensurate and consistent with leading industry practices concerning the provision of transition assistance and cooperation services for services similar to the [DELIVERABLE].

Transition Plan. On [PARTY B]'s request, [PARTY A] shall develop and provide to [PARTY B] for approval, and once [PARTY B] approves, monitor and regularly update, a detailed transition plan to provide for an orderly transition on termination that includes, among other things, a transition timeline and particulars of the resources to be assigned to implement the transition plan.

Transition of Services. On termination of this agreement for any reason, [PARTY A] shall

cooperate with [PARTY B] and the [PARTY B]'s replacement service provider to provide for an orderly transition of the [DELIVERABLE], and

as part of the transition plan referred in paragraph [TRANSITION PLAN], or otherwise as [PARTY B] requests, deliver over to [PARTY B] documentation reasonably necessary to transition the [DELIVERABLE], but in no case will [PARTY A] be required to disclose any of its Confidential Information or Intellectual Property under this paragraph.

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.

Exclusions. Neither party will be required to indemnify the other against losses to the extent the other party acted unlawfully, negligently, or intentionally to cause those losses.

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 party will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Defense. The indemnifying party may elect to defend the indemnified party in the proceeding by giving prompt written notice after receiving notice of the proceeding.

Authority to Contest, Pay, or Settle. The indemnifying party may contest, pay, or settle the proceeding without obtaining the indemnified party's consent, only if the indemnifying party's decision

does not require the indemnified party to make any admission that it acted unlawfully,

does not effect any other legal proceeding against the indemnified party,  

provides that the indemnifying party will pay the claimant's monetary damages in full, and

requires claimant release the indemnified party from all liability related to the proceeding. 

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

Indemnification

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

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

arising out of [PARTY A]'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.

Exclusions. Neither party will be required to indemnify the other against losses to the extent the other party acted unlawfully, negligently, or intentionally to cause those losses.

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 party will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Defense. The indemnifying party may elect to defend the indemnified party in the proceeding by giving prompt written notice after receiving notice of the proceeding.

Authority to Contest, Pay, or Settle. The indemnifying party may contest, pay, or settle the proceeding without obtaining the indemnified party's consent, only if the indemnifying party's decision

does not require the indemnified party to make any admission that it acted unlawfully,

does not effect any other legal proceeding against the indemnified party,  

provides that the indemnifying party will pay the claimant's monetary damages in full, and

requires claimant release the indemnified party from all liability related to the proceeding. 

Exclusive Remedy. The parties' rights 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 

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

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

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

"Compensation" is defined in section [COMPENSATION].

"Confidential Information" has the same definition in this agreement as it does in the Non-Disclosure Agreement between the parties dated [DATE OF NDA], attached to this agreement and referred to in section [CONFIDENTIALITY OBLIGATIONS].

"Current Term" is defined in section [TERM].

"Data" means all information of, about, or relating to [PARTY B], including information

(a) [PARTY B] provides to [PARTY A] in connection with the [DELIVERABLE],

(b) [PARTY A] learns about [PARTY B] arising directly or indirectly from [PARTY A]'s performance of the [DELIVERABLE], and

(c) any of [PARTY B]'s Confidential Information.

"Disaster" is defined in section [BUSINESS CONTINUITY AND DISASTER RECOVERY PLANS].

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

"Equipment" means, for either party, the computer and telecommunications equipment owned by that party and used in connection with providing and/or receiving the [DELIVERABLE].

"Initial Term" is defined in section [TERM].

"Inspection Period" is defined in [ACCEPTANCE AND REJECTION].

"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).

"Key Personnel" is defined in section [STATEMENTS OF WORK].

"Law" means

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

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

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

"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.

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

"Renewal Term" is defined in section [TERM].

"Representative" means, for any Person, that Person's directors, officers, shareholders, owners, partners, employees, agents, professional advisors[, in connection with the transactions contemplated in this agreement], and any other authorized representatives.

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

"Software Deliverable" is defined in section [SOFTWARE DELIVERABLE AND LICENSE GRANT].

"Statement of Work" is defined in section [SERVICES].

"Subsidiaries" means any legal entity

(a) that a party owns more than 50% of the entity's outstanding voting securities or equity interests, or

(b) of which a party is a general partner (excluding partnerships in which such party or any Subsidiary of such party does not have a majority of the voting interests in such partnership).

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

Definitions

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

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

"Compensation is defined in section [COMPENSATION].

"Confidential Information" has the same meaning in this agreement as it does in the Non-Disclosure Agreement between the parties, dated [DATE, attached to this agreement, and referenced in section [CONFIDENTIALITY OBLIGATIONS].

"Current Term" is defined in section [TERM].

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

"Equipment"

"Free Trial" is defined in section [FREE TRIAL PLAN].

"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.

"Initial Term" is defined in section [TERM].

"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).

"Key Personnel" is defined in section [STATEMENTS OF WORK].

"Law" means

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

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

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

"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.

"Renewal Term" is defined in section [TERM].

"Representative" means, for any Person, that Person's directors, officers, shareholders, owners, partners, employees, agents, professional advisors[, in connection with the transactions contemplated in this agreement], and any other authorized representatives.

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

"Software Deliverable" is defined in section [SOFTWARE DELIVERABLE AND LICENSE AGREEMENT].

"Statements of Work" is defined in section [STATEMENTS 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, 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.

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.

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

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

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

Amendment

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

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

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

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

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

Counterparts. This agreement

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

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

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

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

All Counterparts Original. Each counterpart is an original.

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

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

Dispute Resolution

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

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

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

Dispute Resolution

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

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

Dispute Resolution

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

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

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

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

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

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

Dispute Resolution

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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.

Waiver

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

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

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

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

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].

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

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

has read this agreement,

understands its terms,

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

has signed this agreement voluntarily.

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

Acknowledgement of Terms. Each party acknowledges that they

have read this agreement,

understand the terms of this agreement,

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

have signed this agreement voluntarily.

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

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

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

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

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

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

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

has carefully read and fully understands all its terms,

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

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

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

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

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

Permits

Holding. Each party holds all Permits necessary for it to execute this agreement and perform its obligations under this agreement.

No Suspension. Neither party's Permits are subject to any, pending (or, to the respective party's knowledge, threatened) material suspension or cancellation.

Compliance. To each party's respective Knowledge, each party[, and their respective Subsidiaries,] is complying and has complied with the terms of all its Permits, except for non-compliance that would not reasonably be expected to have a Material Adverse Effect.

Permits

Holding. [PARTY A] holds all Permits necessary to execute this agreement and perform its obligations under this agreement.

No Suspension. None of [PARTY A]'s Permits are subject to any, pending (or, to [PARTY A]'s knowledge threatened) material suspension or cancellation.

Compliance. To [PARTY A]'s Knowledge, [PARTY A][, and its Subsidiaries,] is complying and has complied with the terms of all its Permits, except for non-compliance that would not reasonably be expected to have a Material Adverse Effect.

Permits

Holding. [PARTY B] holds all Permits necessary to execute this agreement and perform its obligations under this agreement.

No Suspension. None of [PARTY B]'s Permits are subject to any, pending (or, to [PARTY B]'s knowledge, threatened) material suspension or cancellation.

Compliance. To [PARTY B]'s Knowledge, [PARTY B][, and its Subsidiaries,] is complying and has complied with the terms of all its Permits, except for non-compliance that would not reasonably be expected to have a Material Adverse Effect.

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

[LIST ATTACHMENTS]

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]