Business City Document Template

BUSINESS CITY DOCUMENT TEMPLATE

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

RECITALS

WHEREAS, City desires to retain Business to provide certain professional services, consulting, and deliverables to support municipal programs and operations as set forth in this Agreement; and

WHEREAS, Business represents that it possesses the necessary experience, personnel, licenses, and qualifications to perform the services described in this Agreement and agrees to perform such services in accordance with applicable laws, regulations, and professional standards; and

WHEREAS, the parties intend by this Agreement to set forth the terms, compensation, duties, and responsibilities governing Business's performance and City's payment obligations.

SCOPE OF WORK

Business shall perform the services and deliver the work products described below. The scope may be expanded only by written amendment executed by authorized representatives of both parties.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, City shall pay Business the compensation set forth below in accordance with the following terms and schedule.

Business shall submit invoices in accordance with the Payment Schedule. City shall pay undisputed invoices within days of receipt. Disputed portions of any invoice shall be promptly documented and resolved; undisputed portions remain payable.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall terminate on End Date: .

Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in any form 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. Confidential Information includes, without limitation, technical data, operational information, pricing, business plans, and personal data.

Receiving party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to authorized personnel who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The foregoing obligations shall not apply to information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was in the receiving party's possession prior to disclosure; or (iii) is rightfully received from a third party without restriction.

The confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

GOVERNING LAW; COMPLIANCE

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 shall comply with all applicable statutes, ordinances, regulations, and procurement rules.

NOTICES

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and sent to the addresses and contacts set forth below, or to such other address as either party designates by notice in accordance with this section.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that City may assign to a successor public entity without consent.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ENTIRE AGREEMENT

This Agreement, including any attachments and written amendments executed by both parties, 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.

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