RCW Legal Document

RCW Legal Document

This RCW Legal Document (the "Agreement") is made and entered into as of / / by and between Party A Name: , an entity organized as with principal place of business at ; and Party B Name: , an entity organized as with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Party A is engaged in the business described in its organizational documents and desires to obtain specified services from Party B;

WHEREAS, Party B represents that it has the necessary experience, personnel, and resources to perform the services described in this Agreement in compliance with applicable law, including the Revised Code of Washington (RCW) where relevant;

WHEREAS, the Parties desire to set forth the terms, conditions, and obligations governing the Parties' relationship under this Agreement.

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

1. DEFINITIONS

For purposes of this Agreement, capitalized terms not otherwise defined have the following meanings: "Services" means the work to be performed by Party B as described in Section 2; "Confidential Information" means information 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.

2. SCOPE OF SERVICES

Party B shall provide the following Services to Party A in accordance with the terms of this Agreement:

3. STANDARDS AND COMPLIANCE WITH RCW

Party B shall perform the Services in a professional and workmanlike manner consistent with industry standards and shall comply with all applicable federal, state and local laws, rules, and regulations, including the Revised Code of Washington (RCW) provisions applicable to the Services. Party B shall obtain and maintain all licenses, permits, registrations and approvals required by law to perform the Services.

4. FEES; PAYMENT

In consideration for the Services, Party A shall pay Party B the fees set forth below. Payment shall be made in U.S. dollars in accordance with the schedule and terms specified.

5. TERM AND TERMINATION

This Agreement shall commence on the effective date set forth above and shall continue until completion of the Services or until earlier terminated as provided herein. Either Party may terminate this Agreement for material breach by the other Party that remains uncured for thirty (30) days after written notice. Either Party may also terminate for convenience upon sixty (60) days' prior written notice to the other Party, subject to payment for Services performed through the effective date of termination.

6. CONFIDENTIALITY

Each Party shall hold Confidential Information of the other Party in strict confidence and shall not disclose such information to any third party except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving Party, was rightfully in the receiving Party's possession prior to disclosure, or is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

7. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") and its officers, directors, employees and agents from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the Indemnifying Party's breach of this Agreement, or (b) the Indemnifying Party's negligent acts or willful misconduct in connection with the performance of the Services.

8. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, whether in contract, tort or otherwise, even if advised of the possibility of such damages. The aggregate liability of either Party for any claim arising under this Agreement shall not exceed the total fees paid by Party A to Party B under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

9. INSURANCE

During the term of this Agreement, Party B shall maintain insurance coverage appropriate to the Services and industry standards, including commercial general liability and, if applicable, professional liability insurance. Upon request, Party B shall provide certificates of insurance to Party A evidencing such coverage.

10. NOTICES

All notices, demands, consents and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a writing signed by both Parties. No failure or delay by either Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof. 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.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Washington for any dispute arising out of or relating to this Agreement.

13. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments 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.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

15. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The Parties acknowledge that they have had the opportunity to consult with counsel of their choice and that any ambiguities shall not be construed against the drafting Party.

Sign Now