Business City Document

BUSINESS CITY DOCUMENT

This Business City Document (the Agreement) is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client is engaged in lawful business operations and requires certain professional services to support Client's municipal and commercial business activities; and

WHEREAS, Service Provider represents that it has the experience, qualifications, personnel and resources necessary to perform the services described in this Agreement in a competent and businesslike manner; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform such services and Client will compensate Service Provider.

Scope of Work

Service Provider shall perform the services described below and any additional tasks as may be agreed in writing by the parties. Service Provider shall exercise commercially reasonable efforts, and shall provide all labor, materials and equipment necessary to complete the work in accordance with the standards of the industry.

Payment Terms

Client shall pay Service Provider for services rendered in accordance with the following terms. All payments are payable in United States dollars unless otherwise agreed in writing.

Overdue payments shall accrue interest at the rate of % per month (or the maximum allowable by law, if lower). In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue sums.

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 no fewer than days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice describing the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether in written, oral or electronic form, that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) protect the confidentiality of the disclosing party's Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not disclose such Confidential Information to any third party except as permitted in this Agreement; and (iii) use such Confidential Information only to perform its obligations under this Agreement. The obligations set forth in this section shall survive termination of this Agreement for a period of years.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents and warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in that state for purposes of any action arising out of or relating to this Agreement.

Notices

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or such other address as either party may designate in writing.

Entire Agreement

This Agreement, including any schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

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