Legal NELP Superior Agreement

LEGAL NELP SUPERIOR AGREEMENT

This Legal NELP Superior Agreement (the "Agreement") is entered into as of by and between Superior Party: , with principal place of business at , and NELP Provider: , with principal place of business at .

RECITALS

WHEREAS, Superior Party possesses certain superior rights, materials and relationships identified in this Agreement and desires to engage NELP Provider to perform certain services that invoke or implicate such superior rights; and

WHEREAS, NELP Provider represents that it has the technical capability, personnel and experience to perform the services described herein in accordance with the standards and schedules set forth; and

WHEREAS, the parties wish to set forth the terms and conditions under which NELP Provider will perform the services and Superior Party will grant, retain or enforce superior rights, as applicable.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"NELP Services" means the services and deliverables described in Schedule A attached by reference to this Agreement and summarized as: .

"Superior Materials" means proprietary data, trade secrets, rights, documentation or other materials provided by Superior Party and identified in writing at the time of disclosure.

2. SCOPE OF SERVICES AND PERFORMANCE

NELP Provider shall perform the NELP Services in a professional and workmanlike manner in accordance with industry standards. NELP Provider shall furnish all labor, materials and equipment necessary to perform the services except as otherwise expressly provided in this Agreement.

Deliverables and milestones will be completed according to the schedule below or as otherwise agreed in writing by the parties:

3. TERM; RENEWAL; TERMINATION

The term of this Agreement shall commence on and shall continue for a period of unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Either party may terminate for convenience upon sixty (60) days' prior written notice to the other party, subject to payment of fees earned through the effective date of termination.

4. COMPENSATION; INVOICING

As consideration for the performance of the NELP Services, Superior Party shall pay NELP Provider the fees set forth below and in Schedule B. Unless otherwise stated, amounts are payable in United States dollars.

Invoices shall be due and payable within days of receipt. Overdue amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party any Confidential Information of the other party, and shall use Confidential Information only for the purposes of performing this Agreement. Confidential Information excludes information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the receiving party without the use of the disclosing party's Confidential Information.

Each party shall take reasonable measures to protect the confidentiality of the other party's Confidential Information, which measures shall be at least as protective as those used to protect its own confidential information of a similar nature.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. NELP Provider further represents that the NELP Services will be performed in a professional manner and will not infringe any third-party intellectual property rights.

7. INDEMNIFICATION

NELP Provider shall indemnify, defend and hold harmless Superior Party from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of NELP Provider's breach of this Agreement, negligence or willful misconduct, including any claim that the NELP Services infringe third-party intellectual property rights. Superior Party shall indemnify NELP Provider for claims arising from Superior Materials or Superior Party's breach of this Agreement.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY SUPERIOR PARTY TO NELP PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

9. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Superior Party retains all right, title and interest in Superior Materials and any pre-existing intellectual property. NELP Provider shall retain ownership of its pre-existing tools and methodologies but grants Superior Party a non-exclusive, royalty-free license to use any deliverables produced under this Agreement solely for its internal purposes as set forth herein.

10. COMPLIANCE; DATA PROTECTION

Each party shall comply with all applicable laws and regulations in the performance of this Agreement. To the extent personal data is processed in connection with this Agreement, the parties shall implement and maintain appropriate technical and organizational measures to protect such data.

11. NOTICES

All notices required or permitted under this Agreement must be in writing and shall be deemed delivered when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by notice to the other.

12. ASSIGNMENT

Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes the assigning party's obligations hereunder.

13. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, pandemics, strikes, war, terrorism, governmental action, or interruption of third-party services, provided that the affected party gives prompt written notice and uses commercially reasonable efforts to mitigate the effect of such event.

14. DISPUTE RESOLUTION; GOVERNING LAW

The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration administered in accordance with the parties' selected arbitration rules, or, if arbitration is not selected, to litigation in the courts specified below.

Governing Law: The laws of the state of shall govern this Agreement without regard to conflict of laws principles.

15. ENTIRE AGREEMENT; AMENDMENTS; SEVERABILITY; WAIVER; COUNTERPARTS

This Agreement, together with all Schedules and Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. 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.

EXECUTION

The parties have executed this Agreement by their duly authorized representatives as of the date first written above.

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