1. Confidentiality Clause
Confidentiality
1.1. Each party agrees that all non-public, proprietary, or confidential information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement, whether oral, written, or electronic, shall be treated as confidential information (“Confidential Information”).
1.2. The Receiving Party shall:
(a) Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party, except as required by law or court order;
(b) Use the Confidential Information solely for the purposes of fulfilling its obligations under this Agreement.
1.3. The obligations under this clause shall survive the termination or expiration of this Agreement for a period of [Insert Timeframe, e.g., “five (5) years”].
2. Termination Clause
Termination
2.1. Either party may terminate this Agreement:
(a) Upon thirty (30) days written notice to the other party, with or without cause;
(b) Immediately, if the other party breaches any material term of this Agreement and fails to cure such breach within [Insert Timeframe, e.g., “fifteen (15) days”] after receiving written notice of the breach; or
(c) Upon the insolvency, bankruptcy, or dissolution of the other party.
2.2. Upon termination, all rights and obligations under this Agreement shall cease, except for those that by their nature or explicit terms survive termination, including but not limited to confidentiality and indemnification provisions.
3. Indemnification Clause
Indemnification
3.1. Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party (the “Indemnified Party”) and its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) The Indemnifying Party’s breach of this Agreement;
(b) Any negligent or willful misconduct by the Indemnifying Party; or
(c) Any violation of applicable law by the Indemnifying Party.
3.2. The obligations under this clause are contingent upon the Indemnified Party providing prompt written notice of any claim and cooperating in the defense of such claim.
4. Force Majeure Clause
Force Majeure
4.1. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, strikes, wars, acts of terrorism, or governmental actions (“Force Majeure Event”).
4.2. The affected party shall promptly notify the other party of the Force Majeure Event and make reasonable efforts to mitigate its effects. If the Force Majeure Event continues for a period exceeding [Insert Timeframe, e.g., “thirty (30) days”], either party may terminate this Agreement upon written notice to the other party.
