Terms and Conditions
1. Services. Northwest Programming Inc. ("NPI") DBA NP Information Systems agrees to perform for Client the services listed in Exhibit A. Hardware or software beyond those specified as "Deliverables" is not included. Additional services beyond the immediate scope of this order will be provided as requested and authorized by the Client. Any such additional work will be billed at then current standard hourly rates and be subject to the terms and conditions of this order unless otherwise agreed.
2. Payment for Services. Client agrees to pay NPI for services in accordance with Exhibit A. Client will reimburse NPI for parking, mail, telephone and copying expenses incurred by NPI in the course of providing services. Estimates are based on NPI's current understanding of the requirements and may need to be adjusted following completion of the final specification and detail design. Prices quoted are good for a period of 30 days.
3. Invoicing. Client shall pay NPI the amount agreed to herein upon receipt of invoices. Unless otherwise agreed, services will be billed at standard hourly rates. Any PO issued must state that the services are provided under the terms and conditions of this order. NPI reserves the right to suspend work and/or delay delivery if Clients account is not current based on invoice dates. NPI may terminate its obligations if Client fails to make timely payments in accordance with invoice terms.
4. Payment Terms and Interest. Invoices for equipment, hardware or canned software are payable on delivery (COD). Payment on all other invoices are due by the 15th day following the date of the invoice. If payment is not made by that date, the account will be deemed to be past due. Time is of the essence. Past due balances shall accrue interest at the rate of 1.5% PER MONTH AT AN ANNUAL PERCENTAGE RATE OF 18.00%. Interest is charged both on the past due principle balance and the past due interest charges. Accounts with past due balances may be placed on a cash basis, at our option.
5. Confidential Information. Each party hereto ("Such Party") shall hold in trust for the other party hereto ("Such Other Party"), and shall not disclose to any non-party to the Agreement, any confidential information of Such Other Party, except to the extent that such information is required to be divulged to NPI's clerical or support staff or associates in order to enable NPI to perform NPI's contract obligations. Confidential information is information related to Such Other Party's research, development, trade secrets, or business affairs, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in relevant technologies or business operations.
6. Staff. NPI is an independent contractor and neither NPI or NPI's staff is, or shall be deemed to be employed by Client. Client is hereby contracting with NPI for the services described in Exhibit A. NPI shall take appropriate measures to insure that NPI's staff does not breach Section 5 hereof.
7. Non-Hiring of Employees or Agents. Each party acknowledges that the employees and agents of the other possess valuable and specialized skills and training which has been obtained at considerable cost and that such persons would be difficult to replace. It is therefore agreed that, during the term of this Agreement and for two (2) years following its termination or expiration, each party shall refrain from either entering into a consulting relationship with or employing in any capacity any employee or agent of the other. "Agent", for the purposes of this Order, shall include independent contractors.
8. Use of Work Product. Upon receiving final payment for services NPI hereby grants Client full copyright and patent rights with respect to materials developed under this Order, except as specifically agreed in writing. Client further agrees that logic structures, sub-routines, standard programs and similar kinds of tools devised by NPI for the creation of the software remain the property of and may be used by NPI in any other contexts. Client agrees that the style and structure of documentation prepared by NPI may be used repeatedly by NPI in work performed for other clients.
9. Liability. NPI warrants that the material, analysis, data, programs, and services to be delivered or rendered hereunder, will be of the kind and quality designated and will be performed by qualified personnel. Special requirements for format or standards to be followed shall be attached as an additional Addendum and executed by both Client and NPI. NPI will not be liable for delays in performance caused by failure of Client or third parties to perform necessary actions in a timely manner including, but not limited to, providing necessary information, adequate test data, or access to necessary facilities, equipment, software, or personnel. NPI MAKES NO OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OF FITNESS FOR PURPOSE OR MERCHANTABILITY. IN NO EVENT SHALL NPI BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In the event this limitation of damages is held unenforceable, then the parties agree that by reason of the difficulty in foreseeing possible damage all liability to Client shall be limited to One Thousand dollars ($1000.00) as liquidated damages and not as a penalty.
10. Attorneys Fees. If this account is placed in the hands of an attorney or collection agency for collection, or in the event of any litigation or arbitration in connection with the execution, interpretation, performance or enforcement of this Agreement, the prevailing party shall be entitled to reimbursement by the other party of all costs and reasonable attorney's fees incurred by the prevailing party, whether at arbitration, trial or any appeal, or in connection with any proceeding before a U.S. Bankruptcy Court or in collecting on or enforcing any such decision or judgment.
11. Entire Agreement. Each party acknowledges that it has read this Order, which includes the Exhibits and any Addenda, agrees to be bound by its terms and conditions, and further agrees that it is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings, relating to the subject matter of this Order. In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Order, the provisions of such attachments shall govern. This agreement cannot be modified or altered except by a written instrument duly executed by both parties.
12. Applicable Law. NPI shall comply with all applicable laws in performing services but shall be held harmless for violation of any governmental procurement regulation to which it may be subject but to which reference is not made in Exhibit A. This agreement shall be constructed in accordance with the laws of the State of Washington.
13. Enforceability. If any provision of this Order shall be held to be invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
14. Notices. Notices between the parties shall be mailed postage prepaid via certified mail, return receipt requested to the last known business address of the intended receiving party.
15. Assignment. This agreement may not be assigned by either party without the prior written consent of the other party. Except for the prohibition on assignment contained in the proceeding sentence, this agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.
16. Term: Automatic Renewal; Termination. This contract shall remain in effect and shall automatically renew each month until terminated by either party as herein provided. This Order shall terminate upon any of the following: (a) the giving of thirty (30) days written notice from one party to the other; (b) if either party shall at any time fail or default in the performance of its obligations under this Order, including, without limitation, a failure to make payments as herein provided. Except as otherwise stated, the defaulting party shall have thirty (30) days after written notice to completely remedy such failure or default and avoid termination; (c) in the event that either party shall cease conducting business in the normal course, become insolvent, make an assignment for the benefit of creditors, suffer or permit the appointment or a receive liquidator or trustee for its business or assets or shall avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or protection from creditors, then, at the option of the other party, this Order and the rights granted hereunder shall immediately terminate upon written notice.
Notwithstanding any other provision hereof, this Order may be terminated by NPI on five (5) days written notice to Client upon violation by Client, its employees, officers, or agents of any confidentiality provision hereof and Client shall have no right to cure such violation. No termination shall alter or affect any liabilities accruing or existing prior to the time of termination