Business Correspondence Letter to Ministry

Business Correspondence Letter to Ministry

To:

Date:    Reference:

Dear :

Introduction and Agreement

This General Business Agreement ("Agreement") is submitted as correspondence to the ministry named above and is entered into effective as of between:

Whereas

WHEREAS, the Contractor possesses the technical expertise, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, the Ministry requires the Contractor to perform certain services in furtherance of the Ministry's statutory or administrative functions and has requested the Contractor to provide such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Contractor will provide services to the Ministry.

Scope of Work

The Contractor shall perform the services, deliverables, milestones and responsibilities described below. The scope shall include, without limitation, the tasks, deliverables, acceptance criteria and timelines set forth by the parties:

Payment Terms

Compensation: The Ministry shall pay the Contractor a total amount of for the services described in this Agreement, subject to the payment schedule below.

Late Payment: Any undisputed amount not paid within days of receipt of an approved invoice shall accrue interest at the rate of per month or the maximum rate permitted by law, whichever is lower.

Term and Termination

Term: The term of this Agreement shall commence on and shall terminate on unless earlier terminated in accordance with this Agreement.

Termination: Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice of the breach. Termination shall not relieve the Ministry of its obligation to pay for services rendered and accepted prior to termination.

Confidentiality

Each party ("Recipient") shall hold in strict confidence all non-public information and materials disclosed by the other party ("Discloser") that are designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The confidentiality obligations shall not apply to information that (a) is or becomes publicly known through no breach of this Agreement by Recipient; (b) is lawfully received from a third party without restriction; (c) was already in Recipient's possession without obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. If Recipient is compelled to disclose Confidential Information by law, regulation, or court order, Recipient shall provide Discloser with prompt written notice to permit Discloser to seek protective relief and shall disclose only that portion of Confidential Information legally required to be disclosed.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of five (5) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law. Breach of this section shall entitle Discloser to seek injunctive relief in addition to any other remedies available at law or in equity.

Liability and Indemnification

The Contractor shall indemnify and hold harmless the Ministry, its officers, employees and agents from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's negligence, willful misconduct or material breach of this Agreement. Except for indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, except to the extent such limitation is prohibited by applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for the resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including its recitals and any written attachments or exhibits executed by the parties, 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 or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Any notice required or permitted under this Agreement shall be given in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given upon delivery when delivered personally, by courier, or by certified mail, return receipt requested.

Acknowledgment

By signing below, each party represents and warrants that it has the authority to enter into this Agreement and that the individual signing on its behalf is duly authorized to bind that party.

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