Disclaimer
This form is provided as a sample for informational purposes only in demonstrating relationships with
respect to insurance contracts and contracts of indemnity, and not for the purpose of providing legal
advice. You should contact your attorney to obtain advice with respect to any particular contractual or
legal matter as may apply in your state. Use of this form does not create an attorney-client relationship.
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A) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the
state of Pennsylvania and any applicable federal law. Both Parties consent to jurisdiction
under the state and federal courts within the state of { STATE }. The Parties agree that this
choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in
nature.
B) LANGUAGE: All communications made or notices given pursuant to this Agreement shall
be in the English language.
C) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned,
sold, leased or otherwise transferred in whole or part by either Party.
D) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
E) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived
by any act or acquiescence of either Party. Only an additional written agreement can
constitute waiver of any of the terms of this Agreement between the Parties. No waiver of
any term or provision of this Agreement shall constitute a waiver of any other term or
provision or of the same provision on a future date. Failure of either Party to enforce any
term of this Agreement shall not constitute waiver of such term or any other term.
F) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable,
then this Agreement will be deemed amended to the extent necessary to render the
otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If
a court declines to amend this Agreement as provided herein, the invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of the remaining terms and provisions, which shall be enforced as if the
offending term or provision had not been included in this Agreement.
G) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
Parties and supersedes any prior or contemporaneous understandings, whether written or
oral.
H) HEADINGS: Headings to this Agreement are for convenience only and shall not be
construed to limit or otherwise affect the terms of this Agreement.
I) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall
constitute a single agreement. If the dates set forth at the end of this document are