NWH Legal Agreement

NWH Legal Agreement

This NWH Legal Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , a business entity organized under the laws of with its principal place of business at , and Service Provider Name: , a business entity organized under the laws of with its principal place of business at .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services described in this Agreement and Provider desires to perform such services on the terms and conditions set forth herein; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services and is willing to provide those services under the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations in connection with the engagement.

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

1. DEFINITIONS

1.1 "Services" means the services described in Section 2.1. 1.2 "Confidential Information" means all non-public, proprietary, or confidential information disclosed by a disclosing party to a receiving party, whether oral, written, electronic or other form, including but not limited to business plans, financial information, trade secrets, and technical data. 1.3 Terms defined elsewhere in this Agreement have the meanings assigned to them in the respective sections.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described as follows:

2.2 Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Provider shall comply with all applicable laws, regulations, and ordinances in performing the Services.

3. TERM

3.1 The term of this Agreement shall commence on Commencement Date: and shall continue for a period of unless earlier terminated in accordance with Section 10.

4. COMPENSATION; PAYMENT TERMS

4.1 Client shall pay Provider the fees set forth herein. Fee Structure: . Fee Amount: .

4.2 Invoices shall be submitted by Provider to Client and are due and payable within days of receipt. Late payments shall accrue interest at the rate of , or the maximum lawful rate if lower.

5. CONFIDENTIALITY

5.1 Each party agrees to hold Confidential Information of the other in strict confidence and not to disclose such information to any third party except as required to perform obligations under this Agreement or as required by law. Each party shall use at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed without use of the other party's Confidential Information, or (d) is approved for release by written authorization of the disclosing party.

6. INTELLECTUAL PROPERTY

6.1 Unless otherwise expressly agreed in writing, Provider assigns to Client all right, title and interest in and to any deliverables specifically prepared for Client under this Agreement (the "Deliverables"). Provider retains ownership of its pre-existing materials and tools and grants Client a non-exclusive, perpetual license to use any such pre-existing materials to the extent incorporated in the Deliverables.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement and that performance will not violate any agreement with a third party.

7.2 Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards for a period of following delivery of the Deliverables. Client's sole and exclusive remedy for breach of this warranty will be re-performance of the Services or, if Provider fails to cure, a refund of fees paid for the deficient Services.

8. INDEMNIFICATION

8.1 Each party shall indemnify, defend and hold harmless the other party, its officers, directors and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the indemnifying party's gross negligence or willful misconduct or by a breach of its representations, warranties or obligations under this Agreement.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2 EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

10. TERMINATION

10.1 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. 10.2 Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days following written notice specifying the nature of the breach. 10.3 Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination.

11. NOTICES

11.1 All notices, demands or communications required or permitted under this Agreement shall be in writing and delivered to the address set forth below for each party or to such other address as either party may designate by written notice.

12. 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.

13. AMENDMENTS; WAIVER

13.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. 13.2 No failure or delay by either party to exercise any right or remedy under this Agreement shall operate as a waiver of that right or remedy, and no single or partial exercise of any right shall preclude further exercise of that or any other right.

14. ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed to the minimum extent necessary to make it enforceable.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

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. Signatures transmitted electronically or by facsimile shall be binding.

17. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. Any provision that expressly or by its nature survives termination or expiration of this Agreement shall survive.

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