Association Services Contract

Association Services Contract

This Association Services Contract ("Agreement") is made and entered into as of Effective Date: by and between:

Parties

Recitals

WHEREAS, Association Name: is a nonprofit membership association responsible for management, maintenance and enforcement of covenants for the Association's common areas; and

WHEREAS, Service Provider: represents that it has the experience, personnel and resources necessary to provide the services described in this Agreement; and

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the parties agree as follows:

Scope of Services

Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. Services shall include but are not limited to:

Provider shall provide qualified personnel, equipment, materials and supervision necessary to complete the work. Provider shall comply with Association rules and reasonable directions of the Association's designated representative.

Payment Terms

Provider shall submit itemized invoices to the Association at the address set forth above. Unless otherwise agreed in writing, payment is due within Thirty (30) days of Association's receipt of a properly documented invoice. Any undisputed portion of an invoice shall be paid in accordance with the payment schedule above.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within Thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except as required to perform obligations hereunder or as required by law, and (c) use it only to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Records; Reporting; Access

Provider shall maintain accurate books and records relating to services performed and expenses incurred under this Agreement for a period of three (3) years. Association or its authorized representative shall have the right to inspect records and work in progress upon reasonable prior notice during normal business hours.

Insurance and Indemnification

Provider shall maintain, at its expense, commercial general liability insurance and workers' compensation insurance as required by law and sufficient to cover liabilities arising from the performance of this Agreement. Provider agrees to indemnify, defend and hold harmless the Association and its directors, officers and agents from and against all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Provider's negligence or willful misconduct in the performance of services under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Dispute Resolution

The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties shall submit the dispute to non-binding mediation. If mediation does not resolve the dispute, either party may pursue any remedy available at law or in equity.

Entire Agreement

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Association may assign to a successor governing entity. Headings are for convenience only and shall not affect interpretation.

Certifications

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing on its behalf is authorized to do so, and that the performance of its obligations will not violate any other agreement or legal obligation.

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