Legal NWEP Agreement

LEGAL NWEP AGREEMENT

This NWEP Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , who is: Individual Corporation LLC Other, with principal address at (hereinafter "Client"), and Provider Name: , who is: Individual Corporation LLC Other, with principal address at (hereinafter "Provider"). Client and Provider each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider operates and administers the NWEP program, which facilitates collaboration, resource sharing, and specified deliverables between participants; and

WHEREAS, Client desires to engage Provider to perform the services, resources, or deliverables set forth in this Agreement under the terms and conditions contained herein; and

WHEREAS, the Parties intend to define their respective rights, duties, and obligations with respect to participation in the NWEP program.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Program" means the NWEP activities, exchanges, deliverables, and related services described in Section 2.

1.2 "Deliverables" means all tangible and intangible work product, reports, data, software, documentation, and other materials to be delivered by Provider to Client as described in this Agreement.

1.3 "Confidential Information" means non-public information disclosed by a Party to the other Party, whether oral, written, or electronic, that is marked confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Provider shall perform the NWEP services described in the scope below and deliver Deliverables that conform in all material respects to the specifications agreed by the Parties. The initial scope of services is:

2.2 Provider shall use personnel with appropriate qualifications and shall perform services in a timely and professional manner in accordance with industry standards.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue until completion of the Program or until earlier terminated as provided herein. Initial term description:

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

4. COMPENSATION

4.1 Fees. Client shall pay Provider the fees set forth below for the Deliverables and services rendered under this Agreement. Fee structure:

4.2 Amount. Total compensation due under this Agreement is: . Payment milestones or schedule:

4.3 Expenses. Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance, upon submission of supporting receipts.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each Party shall hold in confidence and not disclose or use any Confidential Information of the other Party except as required to perform its obligations under this Agreement.

5.2 Exclusions. Confidential Information does not include information that: (a) is or becomes public other than through a breach of this Agreement; (b) was rightfully in the receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as otherwise expressly agreed in writing, Provider retains ownership of Provider pre-existing intellectual property. Client shall own all Deliverables specifically created for Client under this Agreement upon full payment, subject to Provider's retained rights in pre-existing materials.

6.2 License. Provider grants Client a non-exclusive, non-transferable license to use Provider's Deliverables solely for Client's internal purposes as set forth in this Agreement.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement and that the execution and performance will not violate any other agreement.

7.2 Provider Warranty. Provider warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly set forth herein, Provider disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall defend, indemnify and hold Client harmless from and against any third-party claims arising out of Provider's gross negligence, willful misconduct or material breach of this Agreement, subject to limitations in Section 9.

8.2 Client Indemnity. Client shall defend, indemnify and hold Provider harmless from and against any third-party claims arising out of Client's misuse of the Deliverables or Client's breach of this Agreement.

9. LIMITATION OF LIABILITY

Except for liability arising from a Party's willful misconduct, gross negligence, or indemnity obligations, neither Party shall be liable to the other for consequential, incidental, special, or punitive damages, and each Party's aggregate liability shall be limited to the amounts actually paid or payable under this Agreement during the twelve (12) months preceding the claim.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposited in the U.S. mail, postage prepaid, addressed to the Parties at the addresses below or such other address as either Party may designate by notice:

11. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay in exercising any right shall be deemed a waiver thereof unless in writing and signed by the waiving Party.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here: , without regard to principles of conflicts of law.

13. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral.

14. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the Parties' original intent.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

16. MISCELLANEOUS

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship. Headings are for convenience only and do not affect interpretation.

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