Business Government Document Template

BUSINESS GOVERNMENT AGREEMENT

This Business Government Agreement ("Agreement") is entered into as of Effective Date: by and between Government Entity: with principal address: and Contractor: with principal address: .

WHEREAS

WHEREAS, Government Entity requires certain services and deliverables described herein to support public operations and has authority to procure such services under applicable law and budget; and

WHEREAS, Contractor represents that it possesses the necessary experience, personnel and resources to perform the services in a professional manner in accordance with accepted industry standards and applicable statutory requirements; and

WHEREAS, the parties desire to set forth the terms, conditions and obligations governing Contractor's performance and the compensation to be paid by Government Entity under this Agreement.

SCOPE OF WORK

Contractor shall perform the services and provide the deliverables described below in accordance with the standards, milestones and acceptance criteria set forth in this Agreement.

PAYMENT TERMS

Government Entity will pay Contractor for satisfactory performance according to the following terms. All amounts are exclusive of any taxes required to be collected and remitted by Contractor unless otherwise stated.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in full force and effect until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party, whether written, oral or electronic, that is marked confidential or which, under the circumstances, should reasonably be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) is lawfully received from a third party without breach of any obligation of confidentiality; or (c) is independently developed without use of the other party's Confidential Information.

Each party shall: (i) hold Confidential Information in strict confidence; (ii) use such information solely to perform its obligations under this Agreement; and (iii) restrict disclosure to those employees, agents or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Upon termination or upon written request, receiving party shall return or destroy Confidential Information and certify such destruction upon request, except that the receiving party may retain copies as required by law or for archival purposes subject to confidentiality.

COMPLIANCE, AUDIT RIGHTS AND RECORDS

Contractor shall comply with all applicable federal, state and local laws, regulations and ordinances in the performance of this Agreement, including procurement, labor and non-discrimination requirements. Contractor warrants that it has all permits, licenses and authority necessary to perform the services.

For a period of three (3) years following final payment, Contractor shall retain books, records and supporting documents relevant to performance and compensation under this Agreement and shall permit Government Entity or its authorized representatives to inspect and audit such records upon reasonable notice during normal business hours to verify compliance and amounts invoiced.

INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Government Entity, its officers, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's negligent acts, omissions or willful misconduct in performing this Agreement; provided that Government Entity shall provide prompt written notice of any claim and cooperate in the defense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any attachments or purchase orders expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Government Entity may assign to another public agency. Notices shall be given in writing to the addresses set forth above.

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