Business NGPAC Document

Business NGPAC Document

Parties

Service Provider Name:

Corporation LLC Individual

Client Name:

Corporation LLC Individual

Recitals

WHEREAS, the Service Provider is engaged in the business of providing specialized consulting, advisory, and related services to political action committees and other entities, and represents that it has the qualifications, experience, and ability to perform the services described herein;

WHEREAS, the Client desires to retain the Service Provider to perform services in connection with the Client's non-general political action committee activities and related business matters, and the Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services as of the Effective Date of this Agreement: Effective Date:

Scope of Work

The Service Provider shall provide services as described below. Services will be performed in a professional manner consistent with industry standards.

Payment Terms

In consideration for the services to be rendered, the Client agrees to pay the Service Provider in accordance with the following terms.

Invoices not disputed in writing within ten (10) business days of receipt shall be deemed accepted. If any undisputed amount is not paid within thirty (30) days after the invoice date, the Client shall pay the late payment fee specified above and all collection costs, including reasonable attorneys' fees, incurred by the Service Provider in enforcing payment.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure the breach within fifteen (15) days after receipt of notice of breach.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means information that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to political strategies, donor lists, financial data, proprietary methodologies, and non-public communications.

Each receiving party shall (a) use Confidential Information only for the purposes of performing under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party 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 shall not include information that is or becomes publicly available through no fault of the receiving party, was lawfully in the receiving party's possession prior to receipt from the disclosing party, or is independently developed without use of the disclosing party's Confidential Information.

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 laws principles. The parties agree that the state and federal courts located within the selected state shall have exclusive jurisdiction over any disputes arising under this Agreement.

Entire Agreement

This Agreement, including all exhibits and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, warranties, understandings, and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will 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 employment relationship. Notices required under this Agreement shall be in writing and delivered to the addresses provided above by hand, certified mail (return receipt requested), or overnight courier.

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