A Miscellaneous section is beneficial because it allows the parties to include any additional information not covered in other sections. Without one, important information may be overlooked.
4.1 Entire Agreement
4.1.1 This Agreement constitutes the entire Agreement between the Parties regarding the Primary Agreement.
4.1.2 This Agreement is a complete and exclusive statement of its terms.
4.1.3 This Agreement is intended to be legally binding and enforceable by law.
4.2.1 This Agreement shall not be assigned to any other party without the express written consent of the Primary Party.
4.2.2 This Agreement shall be binding upon and inure to the benefit of the Parties, their successors, and assigns.
4.3.1 If any term of this Agreement is declared invalid or unenforceable, such declaration shall not affect the enforceability of any other term.
4.3.2 If any part of this Agreement is found invalid, unlawful, or unenforceable, the Parties agree to negotiate an amendment that will make it valid and enforceable while preserving its original intent.
4.4.1 If any Party breaches this Agreement, such breach shall entitle the other Party to seek actual damages and other available remedies.
4.4.2 Each Party agrees that if it should fail to perform its obligations hereunder, then such non-performance shall constitute a material breach of this Agreement.
4.4.3 Each Party acknowledges that the other Party may be legally entitled to an award of exemplary or punitive damages, at a trial or upon settlement, in addition to actual damages, where appropriate.