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Support and Maintenance Agreement

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

The parties agree to the terms of this agreement.

Subscription and Support Agreement

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

The parties agree to the terms of this agreement.

Amendment to [AGREEMENT NAME]

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

Secretary's Certificate / Incumbency

Filing Form: [FORM AND ACCESSION NUMBER]

File Date: 

Exhibit: 

EXECUTION VERSION

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

and

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

Carrier Service Agreement

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

RECITALS:

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

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

The parties agree to the terms of this agreement

Software Integration Agreement

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

 Support Services[PARTY A] shall provide [PARTY B] with the following support services

telephone or electronic support in order to help [PARTY B] locate and correct problems with the Software.

up to [NUMBER OF DEDICATED CONTACTS] dedicated contacts designated by [PARTY B] in writing that will have access to support services.

bug fixes and code corrections to correct Software malfunctions in order to bring the Service into substantial conformity with the operating specifications.

all extensions, enhancements and other changes that [PARTY A] makes or adds to the Service and which [PARTY A] offers, without charge, to all other Subscribers of the Service.

 Support Services. [PARTY A] shall provide [PARTY B] with the following support services

telephone or electronic support during business hours in order to help [PARTY B] locate and correct problems with the Software, and

Internet-based support system generally available seven (7) days a week, twenty-four (24) hours a day.

 Support Services

Scope of Services. [PARTY A] shall provide [PARTY B] with the following support services

telephone or electronic support during business hours in order to help [PARTY B] locate and correct problems with the Software,

Internet-based support system generally available seven (7) days a week, twenty-four (24) hours a day, and

up to [NUMBER OF DEDICATED CONTACTS] dedicated contacts designated by [PARTY B] in writing that will have access to support services.

Support Levels. [PARTY A] will use its best efforts to cure, as described below, reported and reproducible errors in the Software. [PARTY A] utilizes the following four (4) severity levels to categorize reported problems

Severity 1 Critical Business Impact. The impact of the reported deficiency is such that the customer is unable to either use the Software or reasonably continue work using the Software. [PARTY A] will commence work on resolving the deficiency within one (1) hour of notification and will engage staff during business hours until an acceptable resolution is achieved.

Severity 2 Significant Business Impact. Important features of the Software are not working properly and there are no acceptable, alternative solutions. While other areas of the Software are not impacted, the reported deficiency has created a significant, negative impact on the Customer's productivity or service level. [PARTY A] will commence work on resolving the deficiency within two (2) hours of notification and will engage staff during business hours until an acceptable resolution is achieved.

Severity 3 Some Business Impact. Important features of the Software are unavailable, but an alternative solution is available or non-essential features of the Software are unavailable with no alternative solution. The customer impact, regardless of product usage, is minimal loss of operational functionality or implementation resources. [PARTY A] will commence work on resolving the deficiency within one (1) business day of notification and will engage staff during business hours until an acceptable resolution is achieved.

Severity 4 Minimal Business Impact. Customer submits a Software information request, software enhancement or documentation clarification which has no operational impact. The implementation or use of the Software by the Customer is continuing and there is no negative impact on productivity. [PARTY A] will provide an initial response regarding the request within one (1) business week.

Remedial Services. This agreement is not intended as a consulting agreement for customer services. With respect to severity one (1) reported deficiencies, [PARTY A] may, with the concurrence of the Customer, elect to send senior support or development staff to the Customer location to accelerate problem resolution. [PARTY A] will be responsible for the costs associated with this escalated problem resolution if the problem is determined to be related to Software. If it is determined that the problem was not related to the supported Software, the Customer agrees to pay reasonable travel and lodging expenses in addition to Sass Company Australia's standard consulting rates. Travel time will be charged at consulting rates.

Support Exceptions. [PARTY A] does not provide support for hardware faults/misconfiguration and/or hardware setup.

 Maintenance Services

Fixes and Patches[PARTY A] shall provide [PARTY B] with bug fixes and code corrections to correct Software malfunctions in order to bring the Service into substantial conformity with the operating specifications.

Updates[PARTY A] shall provide [PARTY B] with all extensions, enhancements and other changes that [PARTY A] makes or adds to the Service and which [PARTY A] offers, without charge, to all other Subscribers of the Service.

Latest Release. Maintenance will be provided only for the latest release of the Software, and may, but need not be provided if [PARTY B] has modified the Software or if [PARTY B] is in default.

 Maintenance Services

Fixes and Patches. [PARTY A] shall provide [PARTY B] with bug fixes and code corrections to correct Software malfunctions in order to bring the Service into substantial conformity with the operating specifications.

Updates. [PARTY A] shall provide [PARTY B] with all extensions, enhancements and other changes that [PARTY A] makes or adds to the Service and which [PARTY A] offers, without charge, to all other Subscribers of the Service.

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

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

Term

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

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

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

Term

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

Renewal Terms

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

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

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

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

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

15. Warranties

15.1. Service Warranty. The Company shall provide the Service in a professional manner consistent with general industry standards.

15.2. Performance Warranty. The Company warrants that the Service will perform substantially in accordance with the Documentation.

15.3. Warranty Disclaimer. The Company does not guarantee that the Service will be error-free, virus-free, or uninterrupted. The Company will not be liable for any unauthorized alteration, theft, or destruction of any of the Customer's data.

Confidentiality

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

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

Confidentiality

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

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

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

as permitted by this agreement; or

as required by Law.

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

is required by Law to disclose any Confidential Information; or

learns of any unauthorized disclosure of Confidential Information.

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

Confidentiality Obligations

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

Confidential Information

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

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

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

permitted by this agreement; or

required by Law.

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

is required by Law to disclose any Confidential Information; or

learns of any unauthorized disclosure of Confidential Information.

Indemnification

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

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

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

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

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

Definitions

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

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

any claim or proceeding brought by any governmental agency;

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

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

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

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

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

Limits and Exclusions

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

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

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

Indemnification

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

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

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

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

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

Definitions

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

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

any claim or proceeding brought by any governmental agency;

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

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

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

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

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

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

Indemnification

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

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

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

Definitions

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

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

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

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

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

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

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

Limits and Exclusions

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

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

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

Indemnification

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

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

that arises out of any breach by the [PARTY B] of its obligations, representations, warranties, or covenants under this agreement.

Mutual Indemnification. Each party (as an "Indemnifying Party") shall indemnify the other (as an "Indemnified Party") against all losses arising out of any proceeding:

brought by either a third party or an Indemnified Party; and

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

Indemnification

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

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

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

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

Definitions

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

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

any claim or proceeding brought by any governmental agency;

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

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

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

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

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

1.  Limitation on Liability

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

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

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

1.  Limitation on Liability

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

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

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

 Limitation on Liability.

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

 Maximum Liability

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

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

1.  Limitation on Liability

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

1.2. Maximum Liability

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

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

1.3. Excluded Claims

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

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

Termination

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

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

[PARTY B] commits any material breach or material default in the performance of this agreement, and

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

Termination on Insolvency. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s insolvency, bankruptcy, receivership, dissolution, or liquidation.

Termination on Failure to Pay. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s failure to make [NUMBER OF FAILED PAYMENTS] number of payments owed under this agreement.

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

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination

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

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

[PARTY B] commits any material breach or material default in the performance of this agreement, and

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

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

Termination Because of Failure to Pay. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s failure to make [NUMBER OF FAILED PAYMENTS] of payments owed under this agreement.

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

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination

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

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

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

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

Termination

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

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

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

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

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

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

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

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

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

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

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

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

Termination

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

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

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

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

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

Termination Because of Failure to Pay. Either party may terminate this agreement with immeditate effect, by giving notice to the other party, on the other party's failure to make [NUMBER OF FAILED PAYMENTS] number of payments owed under this agreement.

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

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination. This agreement will terminate on the distribution of all the Escrow Shares under this agreement, after which the [PARTY C] will have no further obligation or liability.

Termination

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

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

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

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

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

General Provisions

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

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

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

Notices

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

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

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

20.10. Force Majeure

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

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

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

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

(a) beyond the reasonable control of a party,

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

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

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

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

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

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

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

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

1.1. Amendments. The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the Corporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by the Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation.

1.1. Amendments. These Bylaws may be amended or repealed and new Bylaws may be adopted by the Board of Directors. No Bylaw adopted, amended, or repealed by the stockholders shall be readopted, amended, or repealed by the Board of Directors, unless the Certificate of Incorporation or a Bylaw adopted by the stockholders authorizes the Board of Directors to adopt, amend, or repeal that particular Bylaw or the Bylaws generally.

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

Governing Law.

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

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

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

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

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

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

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

Waiver. A party's failure or neglect to enforce any of rights under this agreement will not 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.

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

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