Business Document Urban Document

Business Document Urban Document

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Consultant Name: with principal address:

and Client Name: with principal address:

WHEREAS

WHEREAS, Consultant is engaged in the business of providing urban planning, design, advisory and related business services and possesses the expertise, personnel and resources necessary to perform professional services for urban development and municipal engagement projects; and

WHEREAS, Client desires to retain Consultant to provide specific services relating to urban strategy, project planning and community engagement as described in the Scope of Work below, and Consultant agrees to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to define their respective rights, obligations and the terms of compensation, confidentiality and termination in order to avoid disputes and to enable efficient performance of the services described herein.

SCOPE OF WORK

Consultant shall provide the services, deliverables and milestones as set forth in the Scope of Work. Consultant will perform services with the professional skill and care customarily applied by experienced professionals performing services of a similar nature.

PAYMENT TERMS

Client shall pay Consultant for services rendered in accordance with the following payment provisions. All amounts are stated in the currency specified by the parties and are exclusive of applicable taxes unless otherwise stated.

Invoices are due and payable net days from receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at a rate of % per month (or the maximum lawful rate if less) compounded monthly, together with any costs of collection including reasonable attorneys' fees.

TERM AND TERMINATION

Term: 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 providing the other party with written notice at least days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination the Client shall pay Consultant for all services performed and expenses incurred through the effective date of termination and Consultant shall deliver any completed or partially completed deliverables in accordance with accepted industry practices.

CONFIDENTIALITY

Each party (the Receiving Party) acknowledges that in the course of performance it may receive Confidential Information from the other party (the Disclosing Party). Confidential Information means non-public information marked or identified as confidential or that, by its nature, should reasonably be understood to be confidential, including but not limited to technical data, business plans, pricing, designs and client lists.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely for the purpose of performing this Agreement. Confidential Information shall not include information that is or becomes publicly available without breach of this Agreement, was lawfully in the Receiving Party’s possession prior to disclosure, is rightfully received from a third party without breach, or is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The confidentiality obligations set forth herein shall survive for a period of three (3) years following termination or expiration of this Agreement, except with respect to trade secrets for which applicable law may provide a longer protection period.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If the parties cannot resolve a dispute within forty-five (45) days, they may pursue any remedies available at law or in equity.

ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules and statements of work executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the Parties: Consultant is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture or agency relationship. Consultant shall be solely responsible for payment of all taxes, insurance and benefits associated with its personnel.

Assignment: Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that Client may assign this Agreement in connection with a merger, sale of substantially all of its assets or change of control provided that the assignee assumes all obligations hereunder.

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