Bond Concepts Outline

Bond Concepts Outline

Parties and Effective Date

Document Date:

Recitals

WHEREAS, Client engages Consultant to develop and document bond concepts, financial structures, and implementation pathways for identified capital projects and financing needs; and

WHEREAS, Consultant has the experience, technical capacity, and specialized knowledge to provide concept development, modeling, and advisory materials necessary for the evaluation and presentation of bond financing options; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms and other material terms governing Consultant’s provision of such services as set forth in this Bond Concepts Outline (the "Agreement").

Scope of Work

Payment Terms

Total Fee: $ . Payment shall be made in accordance with the schedule below and upon submission of invoices in accordance with this Agreement.

Late Payment: Unpaid amounts shall accrue interest at on the outstanding balance, or the maximum permitted by law, whichever is less.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days’ prior written notice to the other party. Termination for cause shall be permitted where the breaching party fails to cure a material breach within days after written notice. Upon termination, Client shall pay Consultant for all work performed through the effective date of termination and any non-cancellable obligations incurred by Consultant.

Early termination fees, if any, will be:

Confidentiality

Each party agrees that all non-public information disclosed by one party to the other, whether oral, written or electronic, 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 (collectively, "Confidential Information"), shall be held in confidence and used only to perform obligations under this Agreement. Confidential Information does not include information that is (i) already known by the receiving party without an obligation of confidentiality, (ii) independently developed without use of the disclosing party’s Confidential Information, (iii) rightfully received from a third party without restriction, or (iv) required to be disclosed by law, provided the receiving party provides prompt notice to the disclosing party to allow a protective order or other remedy.

The obligations under this Confidentiality section shall survive termination for a period of from the date of disclosure.

Intellectual Property

Consultant will retain ownership of pre-existing methodologies, templates, tools, and models. Subject to Client’s timely payment of all fees due, Consultant grants Client a non-exclusive, non-transferable license to use the deliverables for Client’s internal purposes. To the extent the parties agree that specific deliverables are to be assigned to Client, such assignment must be expressly identified in writing and payment for work producing such deliverables shall include an agreed assignment fee.

Assignment of specified deliverables
License for internal use to Client
Consultant retains ownership of methodologies and tools

Limitation of Liability and Indemnification

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Consultant’s aggregate liability under this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement. Client agrees to indemnify, defend and hold Consultant harmless from and against third-party claims arising from Client’s use of deliverables outside the scope contemplated by this Agreement or Client’s negligent acts or omissions.

Insurance

Consultant will maintain professional liability insurance in commercially reasonable amounts and shall provide evidence of such insurance upon written request. Nothing in this Agreement shall be construed to limit a party’s ability to obtain additional insurance.

Governing Law

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

Amendment; Entire Agreement

This Agreement, including all attachments and schedules incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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