# Extrinsic Evidence Contract Agreement
**This Agreement** is made and entered into on this [Date] by and between:
- **Party A:** [Name of Party A], with a principal address at [Address of Party A].
- **Party B:** [Name of Party B], with a principal address at [Address of Party B].
## RECITALS
WHEREAS, the Parties wish to enter into this Contract Agreement (the "Agreement") to outline the terms and conditions under which they will operate, and,
WHEREAS, the Parties acknowledge that extrinsic evidence may be utilized to clarify the terms of this Agreement;
NOW, THEREFORE, the Parties agree as follows:
## 1. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings ascribed to them:
- **"Contract"** refers to any agreement, whether written or oral, made between the Parties.
- **"Extrinsic Evidence"** means any evidence outside of this written Agreement, including but not limited to oral agreements, prior correspondence, communications, and industry practices.
## 2. SCOPE OF WORK
The Parties agree that Party A will provide the following services:
- [Description of services Party A will provide]
And Party B will provide the following resources:
- [Description of resources or assistance from Party B]
## 3. PAYMENTS
Party B agrees to compensate Party A as follows:
- Payment Amount: $[Amount]
- Payment Terms: [Specify terms, e.g., upon completion, monthly, etc.]
## 4. USE OF EXTRINSIC EVIDENCE
The Parties agree that the interpretation of this Agreement may include consideration of Extrinsic Evidence for purposes of:
- Clarifying ambiguous terms.
- Understanding the Parties' intent.
- Supplementing terms that may not be expressly included.
## 5. CONFIDENTIALITY
Both Parties agree to maintain the confidentiality of any proprietary information exchanged during the course of this Agreement.
## 6. TERM AND TERMINATION
This Agreement shall commence on the effective date noted above and continue until [Duration or Completion Terms].
Either Party may terminate this Agreement with a written notice of [Number of Days] days to the other Party.
## 7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
## 8. AMENDMENTS
This Agreement may only be amended in writing and signed by both Parties.
## 9. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior discussions and agreements, whether oral or written, except as otherwise described herein.
## IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
**Party A**
_________________________
[Name of Party A]
[Title]
[Date]
**Party B**
_________________________
[Name of Party B]
[Title]
[Date]
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**Note**: This is a template document and should be reviewed by legal counsel before use to ensure compliance with applicable laws and regulations.