Business Document La Crosse Co CDPG

BUSINESS DOCUMENT LA CROSSE CO CDPG

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

RECITALS

WHEREAS, Client seeks to obtain certain professional goods and services related to the Community Development and Program Guidance (CDPG) described below; and

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services and deliver the work products described below. Deliverables, milestones, acceptance criteria, and any specific standards of performance must be set forth with particularity.

PAYMENT TERMS

Client will pay Service Provider for the services described in this Agreement in accordance with the amounts and schedule set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted to the Client and are due according to the schedule above or within days of invoice receipt unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of (a) the rate of % per month or (b) the maximum amount permitted by law. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to enforce payment.

Accepted payment methods (check all that apply):

Check    ACH / Electronic Transfer    Wire Transfer

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the earlier of completion of the services or the End Date set forth below, unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice 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. Termination shall not relieve Client of its obligation to pay for services rendered and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non‑public information disclosed by one party to the other, including business plans, data, technical information, financial information, and client lists. The receiving party shall (a) maintain such information in strict confidence, (b) use the information solely to perform its obligations under this Agreement, and (c) not disclose the information to third parties except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully in the receiving party's possession without restriction prior to receipt from the disclosing party; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The obligations under this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third‑party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense at the indemnifying party's expense.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If the parties cannot resolve a dispute through negotiation within thirty (30) days, either party may pursue any remedy available at law or equity in an appropriate court located within the State of Wisconsin.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments signed 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, or representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when (a) delivered personally, (b) sent by certified mail, return receipt requested, (c) sent by nationally recognized overnight courier, or (d) sent by electronic mail with confirmation of receipt, to the addresses set forth below or to such other address as either party may designate by notice.

ADDITIONAL PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or employer‑employee relationship. The obligations of confidentiality, indemnity and payment shall survive termination or expiration of this Agreement.

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