# In Lieu Agreement
**This In Lieu Agreement ("Agreement") is made and entered into as of [Date], by and between:**
**Party A:**
[Name of Party A]
[Address of Party A]
[City, State, ZIP Code]
[Email]
[Phone Number]
**And**
**Party B:**
[Name of Party B]
[Address of Party B]
[City, State, ZIP Code]
[Email]
[Phone Number]
**1. Recitals**
Whereas, Party A and Party B desire to enter into this Agreement to address certain obligations and liabilities between them in lieu of the original agreement dated [Original Agreement Date].
**2. Purpose**
The purpose of this Agreement is to set forth the terms and conditions under which Party A and Party B will satisfy their respective obligations.
**3. Definitions**
For purposes of this Agreement, the following definitions shall apply:
- **"Obligations"** refers to all duties, responsibilities, and liabilities owed by either party, as outlined in the original agreement.
- **"In Lieu Compensation"** refers to any alternative consideration agreed upon in this Agreement.
**4. Agreement Terms**
- **4.1. Scope of Agreement**
The parties agree that each party's obligations outlined in the original agreement shall be fulfilled through the terms of this Agreement.
- **4.2. In Lieu Compensation**
Party A shall provide [Description of compensation or services] to Party B in lieu of the original obligations outlined in the agreement.
- **4.3. Acceptance of In Lieu Compensation**
Party B hereby accepts the In Lieu Compensation offered by Party A and agrees that this shall satisfy the obligations previously owed under the original agreement.
**5. Release of Liability**
Upon full performance of the In Lieu Compensation, both Party A and Party B shall release and forever discharge each other from all claims, demands, and liabilities arising out of or connected with the original agreement.
**6. Governing Law**
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
**7. Entire Agreement**
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether oral or written.
**8. Amendment**
This Agreement may be amended only by written agreement signed by both parties.
**9. Severability**
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
**10. Counterparts**
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this In Lieu Agreement as of the date first above written.
**Party A:**
[Signature]
[Printed Name]
[Title]
[Date]
**Party B:**
[Signature]
[Printed Name]
[Title]
[Date]
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*Note: This template is for general informational purposes only and does not constitute legal advice. It is advisable to consult with a legal professional before entering into any agreement.*