Business Services Agreement Kasama Chicago

Business Services Agreement Kasama Chicago

Parties

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business services in the City of Chicago related to community engagement and project coordination, and Service Provider has the expertise and capacity to perform such services under the terms set forth herein.

WHEREAS, the parties intend for this Agreement to define the scope, compensation, confidentiality obligations, and other terms governing the provision of services.

Scope of Work

Service Provider will perform the services described below. Service Provider shall provide services with reasonable care, skill and diligence consistent with prevailing industry standards.

Payment Terms

Client shall pay Service Provider for the services performed as set forth below. Payments are exclusive of applicable taxes unless otherwise stated.

Service Provider shall submit invoices to Client in accordance with the Payment Schedule. Client shall pay undisputed amounts within the stated payment period. Disputed amounts shall be raised in writing within ten (10) days of receipt of invoice and the parties shall negotiate in good faith to resolve any dispute.

Term and Termination

This Agreement commences on and, unless earlier terminated as provided below, continues until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not use the Confidential Information except for the performance of its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. The confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall remain confidential for as long as permitted under applicable law.

Representations; Independent Contractor; Indemnification

Each party represents that it has the authority to enter into this Agreement. Service Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Service Provider shall defend, indemnify and hold harmless Client from and against any third-party claims arising from Service Provider's negligence, willful misconduct, or breach of this Agreement, subject to any limitation of liability set forth below.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party's aggregate liability for claims arising out of or related to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating any formal dispute resolution. If unresolved, disputes shall be resolved in the courts located within the county of the governing law state.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior agreements and understandings, 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 delivered to the addresses provided above or such other addresses as either party may designate by written notice. Notices shall be deemed given upon personal delivery, three (3) days after mailing by certified mail, or one (1) day after delivery by commercial overnight courier.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in interest. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives.

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