Miscellaneous UWC Matters Document Template

Miscellaneous UWC Matters Document Template

This Agreement is made effective as of (Effective Date), by and between Client Name: , with principal address: , and Service Provider Name: , with principal address: .

WHEREAS

WHEREAS, Client requires certain consulting, advisory and other services related to UWC matters, including but not limited to administrative coordination, document review and stakeholder communications; and

WHEREAS, Service Provider represents that it has the experience, personnel and capacity to perform the services described in this Agreement and is willing to provide such services on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

The Service Provider shall perform the services described above (Services) in a professional manner consistent with industry standards. Any changes to the Scope of Work shall be made only by written amendment signed by both parties that specifies adjustments to deliverables, schedule and compensation.

Payment Terms

Late payments shall accrue a late fee of on any unpaid balance commencing on the first day following the due date. The Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by the Service Provider to collect overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue in full force and effect until , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate this Agreement immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification and governing law shall survive termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt written notice to the Disclosing Party and limits the disclosure to the minimum required.

The Receiving Party shall (i) use Confidential Information only as necessary to perform this Agreement; (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care; and (iii) restrict access to Confidential Information to those of its personnel and contractors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. The obligations in this Section shall continue for a period of following termination or expiration of this Agreement.

Indemnification

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or relating to the Indemnitor's gross negligence, willful misconduct or material breach of this Agreement. The Indemnitee shall provide prompt written notice of any claim and shall reasonably cooperate in the defense at the Indemnitor's expense.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Venue for any dispute arising out of this Agreement shall lie exclusively in the state or federal courts located within that State.

Entire Agreement and Miscellaneous

This Agreement, including all exhibits and written amendments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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

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