Non-Disclosure Agreement

This Non-Disclosure Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [PARTY A JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A]") and [PARTY B NAME], [whose principal place of residence is at / a [PARTY B JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B]").

Subscription and Support Agreement

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

The parties agree to the terms of this agreement.

Support and Maintenance Agreement

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

The parties agree to the terms of this agreement.

Amendment to [AGREEMENT NAME]

This amendment 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 and equipment identified on [ATTACHMENT], attached to this agreement.

B. [PARTY B] desires to purchase, on the terms and conditions of this agreement, telecommunications services from [PARTY A].

AFFILIATE ADOPTION AGREEMENT

This Affiliate Adoption Agreement (this "Agreement"), dated as of the Adoption Effective Date in the signature block below, is between [ENTITY NAME], whose principal place of business is at [ENTITY ADDRESS] ("Program Owner"), and [AFFILIATE NAME], whose principal place of business is at [AFFILIATE ADDRESS] ("Partner Affiliate").

BACKGROUND

(A) Program Owner and ${OriginalPartner_name} ("Existing Partner") have, as the original parties, entered into the Program Owner for Work Education Commercial Partner Agreement(s), including the Product Schedule(s) and the Education Partner Program Guide ("Program Guide") (collectively, and as may be amended from time to time by Program Owner and Existing Partner, the "Existing Partner Contracts"). The Existing Partner Contracts govern Existing Partner's participation in and resale and/or supply of certain Products under the Education Partner Program ("Program").

(B) Program Owner and Partner Affiliate wish to enter into agreements pursuant to which Program Owner will allow Partner Affiliate to participate in the Program under the Existing Partner Contracts (except as amended pursuant to this Agreement), subject to Partner Affiliate meeting the requirements for participation in the Program as described in the Existing Partner Contracts (including the Program Guide).

(C) Program Owner and Existing Partner have acknowledged and agreed in the Existing Partner Contracts that Partner Affiliate may participate in the Program under certain circumstances defined in the Existing Partner Contracts (including the Program Guide).

Accordingly, in consideration of the mutual promises contained in this Agreement, Program Owner and Partner Affiliate hereby agree as follows:

Supply Agreement

This Supply Sales Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

Trademark License Agreement

This Trademark License Agreement is made on [EFFECTIVE DATE] (the "Effective Date") by and between [LICENSOR NAME] [whose principal place of residence is at/a [CORPORATE JURISDICTION] corporation with its principal place of business at] [LICENSOR ADDRESS] (the "Licensor") and [LICENSEE NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [LICENSEE ADDRESS] (the "Licensee").

[COMPANY NAME]

Board Resolution

At the meeting of the Board of Directors of [COMPANY NAME] on [MEETING DATE], the following resolutions were proposed and approved by the board.

Proof of Concept Agreement

This Proof of Concept Agreement is made and entered into by and between [PARTY A NAME] with offices at [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] with offices at [PARTY B ADDRESS] ("[PARTY B]"). [PARTY A] and [PARTY B] are sometimes collectively referred to as the “Parties” and singularly as a “Party”.

Request for Proposal

[PROJECT NAME OR DESCRIPTION]

[DATE]

Issued by:

[COMPANY NAME]

Disclosure of Information. [PARTY A] (the disclosing party) agrees to disclose Confidential Information to [PARTY B] (the receiving party) for the purpose of [DESCRIBE PURPOSE] (the "Purpose") in accordance with the terms of this agreement.

Exchange of InformationThe parties agree to exchange Confidential Information for the purpose of [DESCRIBE PURPOSE] (the "Purpose") in accordance with this Agreement.

Confidential Information. "Confidential Information" means all material, non-public, business-related information, written or oral, whether or not it is marked that is disclosed or made available to the receiving party, directly or indirectly, through any means of communication or observation.

Confidential Information. For purposes of this agreement, "Confidential Information" shall mean:

financial statements, business plans, strategic plans, proprietary market information, analyses, compilations and any other strategic, competitively sensitive or proprietary information shared between the parties as a result of the discussions contemplated by this agreement;

this agreement and all documents and materials relating thereto and to the negotiation and execution thereof, including, without limitation, the existence of this agreement and the fact of negotiations taking place between the parties; and

all observations, estimates, conclusions, ideas or concepts reasonably related to Confidential Information disclosed to the other party.

Confidential Information. For purposes of this agreement, "Confidential Information" includes:

any trade secret, know-how, invention, concept, software program, source code, object code, application, documentation, schematic, procedure, contract, information, knowledge, data, database, process, technique, design, drawing, program, formula or test data, work in progress, engineering, manufacturing, marketing, financial, sales, supplier, technical, scientific, customer, employee, investor, or business information, whether in oral, written, graphic, or electronic form;

any non-public business information, including personnel data, correspondence with any Governmental Authority, historical customer information and data, historical cost information such as budgets, operating expenses, and capital costs, and projected capital additions, operating cost information, and other business, and financial reports and forecasts;

any document, diagram, photograph, drawing, computer program, or other communication that is either conspicuously marked "confidential", or is known or reasonably should have been known by the Receiving Party to be confidential; and

any advice, information, exhibits, documentation, or any other information that the Receiving Party should reasonably expect would be protected by attorney-client privilege or work product doctrine or other applicable privileges.

Confidential Information. For purposes of this agreement, "Confidential Information" means:

all trade secrets, proprietary, and other information that is disclosed to or acquired by the Employee during or in the course of employment that relates to the business of the Employee and is not generally available to the public, or generally known in the industry;

customers' identities and requirements, customer lists, suppliers' identities and products, pricing information, product price discount information, manufacturing processes and procedures, new product research, financial information not generally available to the public, and other non-public information; and

any techniques, know how, processes or combinations thereof, or compilations of information, records and specifications, utilized or owned by the Employer, development, marketing, pricing, business methods, strategies, financial or other analyses, policies, or business opportunities.

Confidential Information. "Confidential Information" means all trade secrets, know-how, business and financial information, and other proprietary information or data disclosed to one party by the other, or incorporated in materials or products provided to one party by the other and marked or indicated to be confidential.

Confidential Information. "Confidential Information" means any information labeled or referred to as "Confidential" by the disclosing party, or provided to the receiving party by the disclosing party with reference to this agreement.

Confidential Information. "Confidential Information" means all material, non-public information disclosed on or after the Effective Date.

Confidential Information. In this agreement, "Confidential Information" means all material, non-public, business-related information, written or oral, whether or not it is marked as confidential, that is disclosed or made available to the recipient, directly or indirectly, through any means of communication or observation by the disclosing party or any of its Affiliates or Representatives. 

Non-Confidential Information

Exceptions. The restrictions of this agreement on use and disclosure of Confidential Information will not apply to information that 

is or becomes publicly known without the breach of this agreement,

at the time of disclosure under this agreement is already known to the receiving party without any restriction on its disclosure,

is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation,

is independently developed by the receiving party without the use of Confidential Information or breach of this agreement.

Continuing Obligation. If one of the exceptions under subsection [EXCEPTIONS] applies to a specific item disclosed under this agreement, that will not relieve the receiving party of its confidentiality obligations with respect to all other items disclosed.

Burden of Proof. The receiving party will have the burden of proof regarding the applicability of any exception.

Non-Confidential Information

Non-Confidential. The restrictions of this agreement on use and disclosure of Confidential Information will not apply to information that without the breach of this agreement

is already known to the receiving party,

is or becomes publicly known,

is or subsequently comes into the possession of the receiving party from a third party, or

is independently developed by the receiving party without the use of Confidential Information.

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

Non-Confidential Information. The restrictions of this agreement on use and disclosure of Confidential Information will not apply to information that

is or becomes publicly known without the breach of this agreement,

at the time of disclosure under this agreement is already known to the receiving party without any restriction on its disclosure,

is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation,

is independently developed by the receiving party without the use of Confidential Information or breach of this agreement,

is explicitly approved for release by written authorization of the disclosing party,

is more than ten (10) years old.

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. The receiving party will not disclose Confidential Information to a third party without the disclosing party's written consent.

No Copies or Recording. The receiving party may not copy, record, or otherwise reproduce the Confidential Information without the disclosing party'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-Disclosure. Neither party will disclose Confidential Information to a third party without the disclosing party's written consent.

Confidentiality Obligation. The receiving party will hold the Confidential Information in confidence.

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].

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

Standard of Care. The receiving party shall exercise reasonable care to protect the Confidential Information from any loss or unauthorized disclosure, including

maintaining adequate physical controls and password protections for any server or system on which any Confidential Information may reside,

encrypting any Confidential Information that is in transmission, and

encrypting any Confidential Information located on any storage media.

Standard of Care. The receiving party will exercise reasonable care to protect the Confidential Information from any loss or unauthorized disclosure.

Notification of Disclosure

Notice. The receiving party will immediately notify the disclosing party in writing upon discovery of any

unauthorized disclosure of the Confidential Information, or

loss, unauthorized possession, use or knowledge of the Confidential Information.

Cooperation. The receiving party will cooperate with the disclosing party in any reasonable fashion in order to assist the disclosing party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

Notification of Disclosure. The receiving party shall immediately notify the disclosing party if it discovers any loss or unauthorized disclosure of Confidential Information.

Return or Destruction of Confidential Information. On the expiration or termination of this agreement, or on the disclosing party's request, the receiving party shall promptly

return to the disclosing party all Confidential Information provided by the disclosing party,

destroy all copies it made of Confidential Information, and

if requested by the disclosing party, deliver to the disclosing party a certificate executed by the receiving party confirming compliance with the return or destruction obligation under this section.

Return or Destruction of Confidential Information

Obligation to Return or Destroy. Subject to paragraph [ARCHIVE EXCEPTION], on the expiration or termination of this agreement, or on the disclosing party's request, the receiving party shall promptly

return to the disclosing party all Confidential Information provided by the disclosing party,

destroy all copies it made of Confidential Information, and

if requested by the disclosing party, deliver to the disclosing party a certificate executed by the receiving party confirming compliance with the return or destruction obligation under this section.

Archive Exception

Comply With Law or Policy. The receiving party may retain an archival copy of the Confidential Information, to the extent necessary to comply with Law or archival policies.

Remain Subject to Confidentiality Obligations. The receiving party shall continue to hold any Confidential Information retained under this section in confidence, subject to all confidentiality obligations under this agreement.

Permitted Disclosure and Liability for Disclosure

Permitted Disclosure. Notwithstanding the non-disclosure obligations listed in paragraph [NON-DISCLOSURE] in section [CONFIDENTIALITY OBLIGATIONS], the receiving party may disclose Confidential Information

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 that Confidential Information in furtherance of the Purpose[ or Transaction],

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

agree to abide and be bound by the provisions this agreement.

Liability for Disclosure. The receiving party will be liable for any breach of this agreement by any Person to whom it discloses Confidential Information.

Permitted Disclosure. The receiving party may disclose Confidential Information

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 that Confidential Information in furtherance of the Purpose[ or Transaction],

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

agree to abide and be bound by the provisions this agreement.

Permitted Disclosure. Notwithstanding the non-disclosure obligations listed in paragraph [NON-DISCLOSURE] in section [CONFIDENTIALITY OBLIGATIONS], the receiving party may disclose Confidential Information to it officers, directors, employees, consultants, and representatives on a need-to-know basis and only to the extent necessary.

Required Disclosure

Requirements After Disclosure. The receiving party may disclose Confidential Information if it is compelled by Law to disclose any Confidential Information if the receiving party

provides the disclosing party with prompt written notice so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this agreement,

cooperates with the disclosing party to obtain a protective order or other appropriate remedy.

Limited Disclosure. If the parties cannot obtain a protective order, other appropriate remedy, or otherwise fail to quash the legal process requiring disclosure, the receiving party shall disclose the requested Confidential Information only to the extent necessary to satisfy the request.

Required DisclosureNotwithstanding the non-disclosure obligations listed in paragraph [NON-DISCLOSURE] in section [CONFIDENTIALITY OBLIGATIONS], if the receiving party is compelled by Law to disclose any Confidential Information it shall notify the disclosing party before disclosing the compelled Confidential Information.

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

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

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

Term

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

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

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

Term

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

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

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

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

Ownership of Confidential Information. Each party will retain all interest and proprietary rights in

the Confidential Information it discloses, and

any information or materials, including Confidential and non-Confidential Information, and Intellectual Property, it or the other party derives from the Confidential Information it discloses.

Ownership

Proprietary Rights. The disclosing party retains all proprietary rights to the Confidential Information.

License Rights. No license, express or implied, is granted other than to use the Confidential Information in the manner and to the extent authorized under this agreement.

Ownership and Return of Confidential Information.

Ownership. Any Confidential Information exchanged under this agreement will remain the disclosing party's exclusive property.

Return. At the end of this agreement, each party shall

return all Confidential Information received from the other party, and

destroy any copies they party made of any Confidential Information.

 No License Right. No license, implied or otherwise, is granted under this agreement to either party's Intellectual Property, other than to use the Confidential Information in the manner and to the extent authorized under this agreement.

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

Equitable Relief

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

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

Equitable Relief

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

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

General Provisions

 Entire Agreement. This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

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

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

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

Amendment

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

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

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

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

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

Notices

Method of Notice. The parties shall give all notices and communications between the parties in writing 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 will be effective on

the other party's receipt of it, or

if mailed, the earlier of the other party's receipt of it and the [fifth] business day after mailing it. 

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 or any of their rights or obligations under this agreement 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.

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.

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 the 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], and 

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

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

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

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]

Signed:

(President) or (Chairman)