This Legal Notice is issued on the [DATE] day of [MONTH] [YEAR]

Between

[PARTY A]

And:

[PARTY B]

Parties

[PARTY A], a company incorporated under the laws of [STATE A] and having its principal place of business at [ADDRESS A].

[PARTY B], a company incorporated under the laws of [STATE B] and having its principal place of business at [ADDRESS B].

Background

This Legal Notice is issued for the purpose of informing [PARTY B] of applicable laws and regulations pertaining to technology that govern [SUBJECT MATTER] between the parties.

[PARTY A] and [PARTY B] are parties to a [DESCRIPTION OF AGREEMENT] dated [DATE] (the "Agreement"), pursuant to which [PARTY B] [DESCRIPTION OF ONGOING BUSINESS RELATIONSHIP].

The parties' relationship and [SUBJECT MATTER] are governed by [LIST RELEVANT LAWS AND STATUTES SUCH AS DATA PRIVACY LAWS, CYBERSECURITY LAWS, INTELLECTUAL PROPERTY LAWS ETC.].

It has become necessary to issue this Legal Notice to clarify the parties' rights and obligations under the aforementioned laws and regulations, in view of recent changes to [RELEVANT LAWS] and the evolving nature of the parties' relationship.

Definitions

Agreement means the agreement between the Parties dated [DATE].

Confidential Information means any information marked or identified as confidential and exchanged between the Parties under the Agreement.

Deliverables means the items to be delivered by [PARTY B] to [PARTY A] as described in Schedule A to this Legal Notice.

Effective Date means [DATE] when this Legal Notice shall come into effect.

Intellectual Property Rights means copyrights, trademarks, patents, trade secrets, and other intellectual property and proprietary rights recognized in any jurisdiction, including moral rights and similar rights.

Party or Parties means [PARTY A] and [PARTY B] referred to individually or collectively.

Subject Matter means the [DESCRIPTION OF SUBJECT MATTER, E.G. TECHNOLOGY PRODUCTS] that are the subject of the Agreement and this Legal Notice.

Term means the duration of effect of this Legal Notice commencing on the Effective Date and ending on termination or expiration in accordance with the terms hereof.

Works means any work, invention, improvement, design, or other propriety work conceived, created, or first reduced to practice by a Party in connection with the Subject Matter.

Scope of Work

Compliance with Laws and Regulations. Each Party shall perform its obligations under this Agreement in a manner that complies with all applicable laws and regulations. The Parties shall cooperate as needed to help ensure such compliance.

Data Privacy and Security.

Collection and Use of Data. Each Party shall only collect, use, process, store, and disclose personal data as needed to fulfill its obligations under this Agreement and shall not use such data for any other purpose unless required by law.

Data Security. Each Party shall implement administrative, technical, and physical safeguards that are no less rigorous than accepted industry practices and that are designed to protect the security and confidentiality of personal data.

Data Breaches. Each Party shall notify the other of any breaches of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data and provide reasonable assistance to the other in investigating and mitigating the effects of the breach.

Intellectual Property.

Ownership. Each Party retains ownership of all intellectual property rights in and to its pre-existing works.

Works. [Party A] shall own all rights in and to the Deliverables. [Party B] shall have a license to use the Deliverables as needed to use the Subject Matter during the Term.

Records and Audit. Each Party shall maintain complete and accurate records relating to its activities under this Agreement during the Term and for [NUMBER] years thereafter. Each Party shall have the right to audit the other Party's records relating to compliance with this Agreement upon reasonable notice.

Subcontractors. A Party may subcontract work only with the prior written consent of the other Party. Any subcontractor shall be bound by terms no less protective of the other Party than this Agreement. The subcontracting Party shall be responsible for its subcontractors' compliance with this Agreement.

Deliverables

Description of Deliverables. The Deliverables to be provided by [PARTY B] under this Agreement are as follows:

[DESCRIPTION OF FIRST DELIVERABLE].

[DESCRIPTION OF SECOND DELIVERABLE].

Delivery Schedule. [PARTY B] shall deliver the Deliverables according to the following schedule:

[FIRST DELIVERABLE] shall be delivered by [DATE].

[SECOND DELIVERABLE] shall be delivered in the following milestones: [MILESTONE DATES].

Acceptance Criteria and Process.

[PARTY A] shall have [NUMBER] days from delivery of each Deliverable to test the Deliverable against the specifications in Section [X] and determine whether it accepts or rejects the Deliverable.

If [PARTY A] rejects any Deliverable, it shall provide a written notice of rejection identifying the deficiencies. [PARTY B] shall correct all deficiencies and deliver a corrected version for re-testing within [NUMBER] days.

Ownership and Licensing of Work Product.

[PARTY B] hereby assigns to [PARTY A] all right, title and interest in and to the Deliverables, including all Intellectual Property Rights therein.

[PARTY B] grants to [PARTY A] a perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to use, reproduce, modify, distribute and create derivative works of the Deliverables for its internal business purposes.

Documentation. [PARTY B] shall provide all documentation required for [PARTY A] to utilize the Deliverables, including user manuals, technical manuals and support documentation.

Source Code Escrow. [PARTY B] shall deposit the source code for any Deliverable software into a source code escrow account with [ESCROW AGENT] pursuant to the terms of the Source Code Escrow Agreement attached as Schedule [X].

Changes to Specifications. Any changes requested by [PARTY A] to the specifications shall be submitted in writing. [PARTY B] shall provide a written quote for the work within [NUMBER] business days and an updated schedule. [PARTY A] shall pay [PARTY B] for approved changes in accordance with Section [X].

Schedule of Performance

Delivery Schedule. The delivery schedule for the Deliverables is set out in Schedule A attached hereto. Time is of the essence for all delivery and performance deadlines set out in Schedule A or otherwise in this Legal Notice.

In the event a Party anticipates a delay in the performance of its obligations, that Party shall promptly notify the other Party in writing of the likely length of the delay and the reasons for such delay.

If a Party fails to meet a delivery or performance deadline and such failure is not cured within thirty (30) days from the date of notice to cure, the other Party may either (i) terminate this Legal Notice upon written notice to the breaching Party, or (ii) claim liquidated damages from the breaching Party in the amount of [AMOUNT] for each subsequent week of delay, subject to a maximum amount of [AMOUNT].

Ongoing Obligations. During the Term of this Legal Notice, each Party shall comply with all applicable laws in the performance of its obligations. [PARTY B] shall implement the initial security safeguards and complete setup activities by [DATE]. [PARTY B] shall provide support and maintenance in accordance with Schedule B.

[PARTY B] shall provide written reports to [PARTY A] on a quarterly basis regarding its compliance with applicable laws and security safeguards, together with any audit or assessment reports.

[PARTY A] shall have the right to monitor and audit [PARTY B]'s performance of ongoing obligations upon reasonable advance notice.

Milestone Reviews. The Parties shall conduct reviews within [NUMBER] days after completion of each milestone as set out in Schedule A to verify completion and accept the Deliverables.

[PARTY B] shall submit all documentation required in Schedule A to demonstrate completion of the applicable milestone.

[PARTY A] shall inspect the Deliverables and documentation and confirm acceptance or rejection of the milestone in writing within [NUMBER] days of receipt. In the case of rejection, [PARTY B] shall have [NUMBER] days to cure any deficiencies.

Fees and Payment Terms

Fees. Party B shall pay Party A the applicable fees set forth in Schedule C attached hereto.

Payment Terms. Party B shall pay all undisputed invoice amounts in full within thirty (30) days from the date of invoice. Payments shall be made by wire transfer or cheque as specified on the invoice.

Late Payments. Any undisputed invoice amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, if less) from the due date until paid in full. In addition, Party A may suspend performance of any Services if Party B fails to pay any undisputed invoice amounts when due.

Taxes. All fees and other amounts payable under this Agreement are exclusive of any sales, use, value added or other applicable taxes, for which Party B shall be additionally liable. Party A shall be responsible for all taxes based on its net income or gross receipts.

Currency; Exchange Rate Fluctuations. All amounts payable under this Agreement are payable in U.S. Dollars. In the event that currency exchange rate fluctuations between the U.S. Dollar and the currency in which fees are invoiced results in variances of greater than three percent (3%), the parties will negotiate in good faith to make appropriate adjustments to the invoiced fees.

Invoices. Party A will invoice Party B for all fees on a monthly basis. Each invoice will include details of the Services provided and fees due for the relevant period. Undisputed portions of each invoice are due and payable within thirty (30) days from the date of invoice.

Audit. Party B shall maintain complete and accurate records of all uses of the Services and any associated Deliverables in sufficient detail to permit Party A to confirm the accuracy of payments made under this Agreement. Upon reasonable notice, such records shall be made available during regular business hours for a period of two (2) years from the date of the audit for examination by an independent auditor appointed by Party A, for the purposes of verifying Party B's compliance with this Agreement including verification of amounts payable hereunder.

Confidentiality

Confidential Information shall mean any information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is marked as confidential or would normally under the circumstances be considered confidential information. Confidential Information includes but is not limited to all information relating to a Party's products or business including trade secrets, research and development, product plans, products, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information.

The Receiving Party shall maintain in confidence all Confidential Information of the Disclosing Party, and shall not use such Confidential Information except as expressly permitted under this Agreement. The Receiving Party shall use the same degree of care, but no less than a reasonable degree of care, to protect the confidentiality of the Confidential Information as it uses to protect its own confidential information of a like nature.

The Receiving Party may disclose Confidential Information on a need-to-know basis to its employees, agents and contractors, provided that such parties are bound by confidentiality obligations no less stringent than those contained herein.

Neither Party shall use the other Party's name or trademarks or refer to the other Party in any marketing, advertising or other public statements without first obtaining the other Party's prior written approval.

Upon the expiration or termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party or destroy all Confidential Information, including any copies thereof. The Receiving Party may retain one copy of the Confidential Information solely for the purpose of ensuring compliance with its obligations under this Agreement.

The Receiving Party acknowledges that any use or disclosure of the Disclosing Party's Confidential Information other than as expressly permitted by this Agreement may cause irreparable harm to the Disclosing Party for which damages may not be an adequate remedy. Therefore, in addition to other remedies, the Disclosing Party shall be entitled to seek injunctive relief for any violation of this Agreement.

The Receiving Party's confidentiality obligations under this Agreement shall survive for a period of five (5) years following any termination or expiration of this Agreement.

Intellectual Property

Ownership of Pre-Existing IP. Each Party shall retain all right, title and interest in and to any Intellectual Property Rights owned by such Party prior to the Effective Date or developed independently from the performance of the Agreement ("Pre-Existing IP").

Ownership of New IP. Any Intellectual Property Rights created by a Party during the Term that relate specifically to the Deliverables or Subject Matter shall be owned by [PARTY A/PARTY B].

License to Pre-Existing IP. Each Party hereby grants the other Party a non-exclusive, royalty-free, worldwide license during the Term to use such Party's Pre-Existing IP solely for the purposes of fulfilling its obligations and exercising its rights under the Agreement.

License to New IP. [PARTY A] hereby grants [PARTY B] a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, copy and modify the Intellectual Property Rights owned by [PARTY A] pursuant to Section 7.2 for internal use.

Third Party IP Indemnification. [PARTY B] shall indemnify and hold harmless [PARTY A] from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys' fees and court costs) which result from a claim that any Deliverable provided by [PARTY B] under this Agreement infringes or misappropriates any third party Intellectual Property Right, provided [PARTY A] promptly notifies [PARTY B] in writing of the claim.

Patent Prosecution. [PARTY A] shall have the first right, but not the obligation, to prepare, file, prosecute and maintain any patents claiming inventions owned by [PARTY A] pursuant to Section 7.2, at its sole expense.

Publication Rights. [PARTY B] shall have the right to publish, present or otherwise disclose the results of any research or work conducted under this Agreement, subject to [PARTY A's] prior written approval and the confidentiality obligations set forth herein.

Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement.

[PARTY B] warrants that the [DELIVERABLES/SERVICES] provided under this Agreement shall not infringe or misappropriate any intellectual property rights of any third party. [PARTY B] shall, at its own expense, defend or settle any third party claim against [PARTY A] that the [DELIVERABLES/SERVICES] infringe a third party's intellectual property rights. [PARTY B] shall indemnify [PARTY A] for any damages finally awarded against, and for reasonable expenses incurred by, [PARTY A] in connection with any such claim, provided that [PARTY A] (i) promptly notifies [PARTY B] in writing of the claim, (ii) allows [PARTY B] sole control over the defense and settlement of the claim, and (iii) provides [PARTY B] with full information and assistance.

[PARTY B] warrants that the [DELIVERABLES/SERVICES] shall perform materially in accordance with the specifications or relevant documentation for a period of [TIMEFRAME] from delivery. In the event of a breach of this warranty, [PARTY B] shall, at its own expense and as [PARTY A]'s sole and exclusive remedy, promptly repair, replace or refund the fees paid for the non-conforming [DELIVERABLES/SERVICES].

Each party warrants that any software or materials provided under this Agreement shall be free of viruses, malware or other harmful code.

Each party represents and warrants that it has secured all necessary authorizations and approvals for the processing of any personal data required to perform this Agreement in compliance with applicable data privacy laws. Each party shall implement appropriate technical and organizational measures to protect any personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. Each party shall promptly notify the other of any breaches of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data and provide reasonable assistance to the other in investigating any such security incident.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

Indemnification by Party B. Party B shall indemnify, defend and hold harmless Party A from and against any and all third party claims, suits, actions, liabilities, expenses and costs (including reasonable attorneys’ fees) (“Losses”) to the extent arising from or in connection with:

Any breach of its representations, warranties or obligations set forth in this Agreement.

Any actual or alleged infringement or misappropriation of any third party’s intellectual property rights by the Software/Services or Party B’s technology.

Any failure by Party B to comply with applicable privacy and data security laws in its collection, use or disclosure of personal data.

Any third party claims arising from Party B’s gross negligence or willful misconduct.

Indemnification by Party A. Party A shall indemnify, defend and hold harmless Party B from and against any and all Losses to the extent arising from or in connection with:

Party A’s use of the Software/Services in breach of this Agreement.

Any third party claims arising from Party A’s gross negligence or willful misconduct.

Process. The indemnified party shall: 9.3.1 promptly notify the indemnifying party of any claim subject to indemnification, 9.3.2 give the indemnifying party sole control over the defense and settlement of the claim and 9.3.3 provide reasonable assistance to the indemnifying party at the indemnifying party’s expense.

Limitation of Liability

Limitation of Liability. Subject to Section 10.3, neither Party shall be liable to the other Party for any indirect, special, incidental or consequential damages (including loss of profits, revenue, data or use) arising from or relating to this Agreement, whether in contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable or the breaching Party was advised of the possibility of such damages.

Direct Damages. Subject to Section 10.3, each Party's maximum aggregate liability arising from or relating to this Agreement, whether in contract, tort (including negligence) or otherwise, shall be limited to [AMOUNT] or the total Fees paid or payable by [PARTY B] under this Agreement in the twelve (12) months preceding the event giving rise to the claim, whichever is greater.

Exclusions. Sections 10.1 and 10.2 shall not apply to:

Liability arising from breach of confidentiality obligations under Section [X];

Liability arising from infringement of Intellectual Property Rights under Section [X];

Liability arising under the indemnification obligations under Section [X]; or

Liability arising from gross negligence or willful misconduct.

Insurance. Each Party shall maintain adequate insurance to cover its potential liabilities under this Agreement.

Survival. This Section 10 shall survive termination or expiration of this Agreement.

Termination

Termination for Cause. Either party may terminate this Agreement for cause upon thirty (30) days written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice specifying the breach.

Termination for Convenience. Either party may terminate this Agreement for convenience upon ninety (90) days prior written notice to the other party.

Effect of Termination/Expiration. Upon termination or expiration of this Agreement:

Each party shall promptly return all Confidential Information of the other party and shall not make or retain any copies of such information except as required to comply with applicable law or regulation;

Any amounts owed by one party to the other party shall become immediately due and payable; and

The terms and conditions of Sections 5 (Confidentiality), 7 (Indemnification), 8 (Limitation of Liability), 9 (Ownership) and 11 (General Provisions) shall survive termination or expiration of this Agreement.

Post-Termination Assistance. Upon termination or expiration of this Agreement, [PARTY B] shall provide reasonable assistance to [PARTY A] to transition the [SUBJECT MATTER] to [PARTY A] or its designee.

No Early Termination Liability. Unless termination is due to the default of one party, neither party shall be liable to the other for any early termination fees or penalties.

Dispute Resolution

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives of each party who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement.

If the dispute is not resolved by negotiation within thirty (30) days, then the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Rules before resorting to arbitration, litigation, or some other dispute resolution procedure.

Any controversy or claim arising out of or relating to this Agreement or the breach thereof that has not been resolved by nonbinding means as provided herein within sixty (60) days of the date of a request for non-binding mediation shall be settled by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

The location of the arbitration shall be [CITY, STATE].

The arbitration shall be governed by the Federal Arbitration Act and construed and enforced in accordance with the substantive laws of the State of [STATE] without reference to its conflict of laws principles.

The costs of arbitration shall be borne equally by each party. Each party shall bear its own costs and attorneys' and witnesses' fees.

General Provisions

Governing Law and Jurisdiction. This Legal Notice shall be governed by and construed in accordance with the laws of the State of [APPLICABLE STATE], without reference to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in [COUNTY/CITY], [STATE].

Entire Agreement. This Legal Notice constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior or contemporaneous agreements or understandings, whether written or oral.

Amendment. This Legal Notice may only be amended or modified by a written agreement signed by authorized representatives of both parties.

Waiver. The failure of either party to enforce any right or remedy available under this Legal Notice shall not be construed as a waiver of said right or remedy with respect to any other breach or failure by the other party.

Severability. If any provision of this Legal Notice is determined to be invalid or unenforceable, it shall be deemed severed from the Legal Notice and the remaining provisions shall remain valid and enforceable.

Assignment. Neither party may assign any of its rights or obligations under this Legal Notice without the prior written consent of the other party. Any assignment or transfer in violation of this section shall be null and void.

Notices. Any notice under this Legal Notice shall be in writing and delivered via certified mail or courier. IN WITNESS WHEREOF, the parties have executed this Legal Notice as of the [DATE OR EVENT].[PARTY A] [PARTY B]

___________________________ ___________________________

Name: Name:

Title: Title:

Schedule 1

Deliverable 1: [DESCRIPTION OF DELIVERABLE]. The deadline for delivery of Deliverable 1 shall be [DATE].

Deliverable 2: [DESCRIPTION OF DELIVERABLE]. Deliverable 2 shall be delivered in accordance with the following milestones:

Milestone 1 - [MILESTONE DESCRIPTION] by [DATE]

Milestone 2 - [MILESTONE DESCRIPTION] by [DATE]

Deliverable 3: [DESCRIPTION OF DELIVERABLE]. The deadline for delivery of Deliverable 3 shall be [DATE].

Schedule 2

Scope of Services. [PARTY B] shall provide the support and maintenance services as described in this Schedule B ("Support Services") for the [SOFTWARE/SYSTEM] during the Term.

Support Service Levels.

Helpdesk. [PARTY B] shall make available a helpdesk via email or telephone to log any support incidents, accessible from 9am to 5pm local time with a two (2) hour response time service level.

Uptime Commitment. [PARTY B] warrants an uptime of 99.5% of scheduled uptime per month.

Escalation Procedures. [PARTY B] shall use commercially reasonable efforts to resolve all errors or defects in accordance with the following escalation procedures: [DETAILS].

Reporting. [PARTY B] shall provide [PARTY A] with monthly reports on uptime and response times achieved as well as a quarterly audit and security report.

Support Term. The initial term for Support Services shall be one (1) year from the Effective Date. The Support Services shall automatically renew for successive one (1) year terms unless either Party provides ninety (90) days written notice.

Schedule 3

Effective Date. This Schedule C shall be effective as of [DATE] and shall remain valid until [DATE].

Setup Fee. A one-time setup fee of [AMOUNT] shall be payable by Party B upon execution of this Agreement.

Annual Subscription Fee. An annual subscription fee of [AMOUNT] shall be payable by Party B for each year during the Term, payable in advance.

Support Fees. Standard support shall be included as part of the Annual Subscription Fee. Fees for any professional services or custom support requested by Party B shall be charged at a rate of [AMOUNT] per hour.

User Tiers. The Annual Subscription Fee is based on the number of authorized users as follows:

- Up to 10 users: [AMOUNT]

- 11-50 users: [AMOUNT]

- 51-100 users: [AMOUNT]

Annual Increases. Commencing on [DATE] and each anniversary thereafter, the Annual Subscription Fee shall increase by [PERCENTAGE]% over the previous year's fee.