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This Letter of Authorization (free to save and download) covers goods and services subject to confidentiality and limitation of liability, and explains the fees, confidentiality, limitation of liability, term, and general boilerplate for a letter of authorization. |
[DATE: _____________]
[_____________]
Re: Letter of Authorization for [_____________]
Dear [_____________]:
This Letter of Authorization ("LOA") is between [_____________] ("Customer") and [_____________] ("Supplier") regarding certain services ("Services") and deliverables ("Deliverables") described as follows:
[_____________]
This LOA is subject to the following terms and conditions:
1. Fees. Customer agrees to pay Supplier for US $[_____________] of Services. Payment for the Services must be made by Customer to Supplier within [_____________] days after the Effective Date.
2. Confidentiality. Each party agrees to not disclose any confidential information of the other party (that it actually receives from and is identified by that other party) to any third party, to use such confidential information only for the purposes of this LOA, and to take commercially reasonable steps necessary to preserve the confidentiality of such confidential information.
3. Limitation of Liability. Except for Section 2 (Confidentiality), gross negligence and intentional torts and malfeasance, and as prohibited by law, neither party is liable for any incidental, indirect, consequential, special, exemplary, or punitive damages arising under this LOA, even if a party has been advised of the possibility of such damages in advance. Except for the exceptions above, each party's entire liability for any claims relating to this LOA, the Deliverables, or the Services, does not exceed U.S. $[_____________].
4. Term. The term of this LOA begins on the Effective Date, and expires [_____________] days later.
5. General. This LOA is the entire agreement between the parties and supersedes all earlier or simultaneous agreements regarding the subject matter. This LOA may be amended only in a writing, signed by both parties. All claims regarding this LOA are governed by and construed in accordance with the laws of the State of [_____________], and must be litigated in the State of [_____________]. This LOA may be executed in counterparts, each of which is deemed an original, both of which together constitute one and the same instrument, and the execution may be evidenced by facsimile.
If the foregoing correctly sets forth the understanding of both parties, please acknowledge acceptance by executing this LOA in the spaces provided below and send an originally signed copy by facsimile to me. Thank you for your kind attention to this matter.
Sincerely,
[_____________]
AGREED:
By: [_____________]
Name: [_____________]
Title: [_____________]