(30) days following the written notice, then the non-breaching party may, upon
written notice, terminate this Agreement.
c. This Agreement may be extended upon mutual written agreement of the parties.
Indemnification. Each party agrees that it will defend, indemnify, and hold harmless the other
party, and the other party’s trustees, directors, officers, employees, and agents from and against
any and all claims, actions, suits, proceedings, liabilities, losses, demands, judgments, and
expenses (including court costs and reasonable attorneys’ fees) arising out of the breach of this
Agreement or the negligent acts or omissions or intentional misconduct of such indemnifying
party or its employees or agents in performing its or their obligations under this Agreement.
Confidentiality. The parties acknowledge that in the course of performing their obligations
under this Agreement, each party may become privy to confidential business information
(“Confidential Business Information’) of the other party (defined as any information that one
should reasonably believe is of a secret, confidential, private. or proprietary nature and which is
connected to the business of the other party). Included within the definition are matters of a
business nature (such as this Agreement and information about rates, charges, costs, claims,
professional services agreements and employees) and any other information of a similar nature
not available to the public. Each party agrees not to disclose any Confidential Business
Information of the other party to any third party unless authorized in writing by the other party or
unless such disclosure is required by law. Each party shall instruct its employees and contractors
as to its obligations under this Section. Notwithstanding the foregoing, Confidential Business
Information shall not include information: (i) rightfully in the public domain or which hereafter
becomes part of the public domain (other than through a breach of this Agreement), (ii) required
to be disclosed by law; (iii) that is independently developed by the receiving party; or (iv) that
was learned by the receiving party from a third party who did not impose confidentiality
obligation on the receiving party.
General
a, Amendment. This Agreement may be changed, amended, modified, or extended only in
writing signed by both parties to this Agreement.
b. Governing Law and Jurisdiction. This Agreement and the obligations of the parties
under it will be governed by and interpreted under New Hampshire and/or federal law, as
applicable. Any legal action hereunder will be brought and conducted in a court located in New
Hampshire with appropriate jurisdiction over the dispute, and any choice of law provisions to the
contrary will not apply.
c. Waiver. A waiver of any right under this Agreement will be effective only if it is in
writing and signed by an Authorized Official of the waiving party. No waiver of any right will be
deemed to be a waiver of any future right under this Agreement.
d. Severability. If any provision of this Agreement is determined to be invalid or illegal,
such invalidity or illegality will not affect the other provisions of the Agreement; instead, the
Agreement will be construed as if the invalid or unenforceable provisions were limited to the
fullest extent permitted by law and consistent with the spirit and intent of this Agreement.
