4. Indemnification. Manchester shall fully defend, indemnify, and hold harmless Nashua from any
and all claims, lawsuits, demands and causes of action, liability, loss, damage and/or injury or any kind
whatsoever (including without limitation all claims for monetary loss, property damage, equitable
relief, personal injury, and/or wrongful death), whether brought by an individual or other entity, or
imposed by a court of competent jurisdiction or by administrative action of any federal, state, or local
government body or agency, arising out of, in any way whatsoever, any acts, omissions, negligence, or
other misconduct related to Manchester’s use of the Welfare Application. This indemnification applies
to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees,
attorneys' fees, and related costs or expenses, and any reimbursements to Nashua for all legal fees,
expenses, and costs incurred by them.
5. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this
Agreement have the actual legal authority and right to make this Agreement and bind each respective
Party.
6. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall
be binding unless executed in writing and signed by the Parties.
7. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether
of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given
or performed by a Party shall give the other Party any contractual right by custom, estoppels, or
otherwise.
8. Attorneys’ Fees and Costs. If any legal action or other proceeding is brought in connection with
this Agreement, the successful or prevailing Party, if any, shall be entitled to recover reasonable
attorneys' fees and other related costs, in addition to any other relief to which the Party is entitled.
9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties related to
the matters specified herein, and supersedes all prior oral or written statements or agreements between
the Parties related to such matter.
10. Enforceability, Severability, and Reformation. If any provision of this Agreement shall be held
invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and
enforceable. The intent of the Parties is to provide as broad an indemnification as possible under the
laws of the State of New Hampshire. In the event that any aspect of this Agreement is deemed
unenforceable, the Court is empowered to modify this Agreement to give the broadest possible
interpretation permitted by the laws of the State of New Hampshire.
11. Applicable law. This Agreement shall be governed exclusively by the laws of the State of New
Hampshire, without regard to conflict of law considerations.
12. Exclusive Venue and Jurisdiction. Any lawsuit or legal proceeding arising out of or relating to
this Agreement in any way whatsoever shall be exclusively brought and litigated in Hillsborough
