# Incidental Beneficiary Agreement
**This Incidental Beneficiary Agreement ("Agreement") is entered into as of [Date] by and between the following parties:**
**Party A:**
Name: [Name of Party A]
Address: [Address of Party A]
Email: [Email of Party A]
Phone: [Phone of Party A]
**Party B:**
Name: [Name of Party B]
Address: [Address of Party B]
Email: [Email of Party B]
Phone: [Phone of Party B]
**RECITALS**
WHEREAS, Party A and Party B (collectively referred to as the "Parties") desire to outline terms under which a third party may benefit from obligations set forth in this Agreement;
WHEREAS, the third party, [Name of Incidental Beneficiary] ("Beneficiary"), desires to become an incidental beneficiary of certain provisions outlined herein;
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows:
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## 1. **Intent of the Parties**
The Parties acknowledge and agree that the Incidental Beneficiary may receive benefits from the performance or non-performance of the obligations outlined herein, but that such benefits are not the primary purpose of this Agreement.
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## 2. **Obligations of Party A**
Party A agrees to perform the following obligations for the benefit of the Incidental Beneficiary:
- [Describe specific obligations or services Party A will provide]
- [Additional obligations, if any]
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## 3. **Obligations of Party B**
Party B agrees to perform the following obligations for the benefit of the Incidental Beneficiary:
- [Describe specific obligations or services Party B will provide]
- [Additional obligations, if any]
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## 4. **Rights of the Incidental Beneficiary**
The Incidental Beneficiary shall have the following rights under this Agreement:
- [List rights of the Incidental Beneficiary, such as the right to receive benefits and services provided by the Parties]
- [Additional rights, if any]
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## 5. **Limitations of Liability**
The Parties acknowledge that:
- The Incidental Beneficiary is not a party to this Agreement and shall not hold any rights to enforce the terms thereof directly.
- The liability of the Parties toward the Incidental Beneficiary is limited to the obligations explicitly set forth in this Agreement.
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## 6. **Amendments**
Any amendments to this Agreement must be made in writing and signed by both Parties.
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## 7. **Governing Law**
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
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## 8. **Entire Agreement**
This Agreement constitutes the entire understanding and agreement between the Parties regarding the incidental beneficiary and supersedes all prior negotiations, discussions, and agreements.
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**IN WITNESS WHEREOF, the Parties have executed this Incidental Beneficiary Agreement as of the date first above written.**
_________________________
**Party A**
[Name]
_________________________
**Party B**
[Name]
_________________________
**Incidental Beneficiary**
[Name of Incidental Beneficiary]
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**Note:** This is a template and should be customized to fit the specific details of the agreement. Legal counsel is advised to review this document before execution to ensure compliance with applicable laws.