FrontEnd NHRG Document

FRONTEND NHRG DOCUMENT

This FrontEnd NHRG Document (the "Agreement") is made and entered into as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client seeks front-end design, development and related services for the non‑housing research and governance initiative described herein; and

WHEREAS, Service Provider has the technical expertise, personnel and resources to provide front-end user interface design, component development, and integration services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other material terms governing their relationship.

Scope of Work

Service Provider shall perform the front-end services and deliverables described below in accordance with the milestones and acceptance criteria agreed by the parties.

Payment Terms

Client shall pay Service Provider for the services performed in accordance with the following schedule and amounts. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Unpaid amounts shall accrue interest at a rate of % per month (or the maximum lawful rate, if lower). Client is also responsible for reasonable collection costs incurred by Service Provider.

Term and Termination

This Agreement commences on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days to the other party. Either party may terminate immediately for material breach by the other party that remains uncured 30 days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non‑public business, technical, product, research, design, development, trade secret, data, pricing, customer lists, and other information disclosed by one party to the other, whether disclosed orally or in writing and marked or identified as confidential. Each recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information only to perform its obligations under this Agreement.

The foregoing obligations shall not apply to information that is: (i) already lawfully known to the recipient without restriction; (ii) becomes publicly known through no breach of this Agreement; (iii) rightfully received from a third party without restriction; or (iv) independently developed without use of Confidential Information. Recipient may disclose Confidential Information as required by law or court order, provided recipient gives prompt written notice to the disclosing party and cooperates in any reasonable attempt to obtain protective measures.

Intellectual Property; Licenses

Unless otherwise agreed in writing, Service Provider grants Client a non‑exclusive, worldwide, perpetual license to use deliverables created under this Agreement solely for Client's internal purposes. Service Provider retains ownership of its preexisting tools, libraries and methodologies. To the extent any deliverable incorporates Service Provider's underlying tools or third‑party components, Service Provider grants Client only those rights necessary for Client's permitted use and shall disclose material third‑party license restrictions.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider shall indemnify Client against third‑party claims arising from Service Provider's gross negligence or willful misconduct. Except for liability arising from indemnification obligations or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential or punitive damages, and each party's aggregate liability shall not exceed the fees paid by Client to Service Provider under this Agreement in the 12 months preceding the claim.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, the parties may seek relief in the state or federal courts located in the county of the governing state.

Entire Agreement; Amendment

This Agreement, including any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations and agreements. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other except to a successor in interest by merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations. The headings in this Agreement are for convenience only and do not affect interpretation.

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