Business Services Sauk Co CDPG

Business Services Agreement — Sauk Co CDPG

This Business Services Agreement ("Agreement") is made and entered into as of , by and between:

RECITALS

WHEREAS, Client seeks assistance with business development, program management, and related consulting services within Sauk County for initiatives administered by the Client; and

WHEREAS, Service Provider represents that it has the personnel, skills, and resources necessary to provide the services described in this Agreement and will perform such services in accordance with professional standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The description below constitutes the core scope; specific tasks, milestones, and acceptance criteria shall be set forth in writing and appended to this Agreement as Statements of Work when agreed by both parties.

PAYMENT TERMS

Client shall pay Service Provider compensation for the Services as set forth below. All fees are exclusive of any taxes which may be imposed by governmental authorities; such taxes shall be the responsibility of the party required to remit them by law.

Unpaid amounts shall accrue interest at a rate of per month, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

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 specifying the breach.

Upon termination, Service Provider shall deliver all completed work and any work in progress for which Client has paid, and Client shall pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other that is identified 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: (a) to use Confidential Information only for the purposes of performing its obligations under this Agreement; (b) to restrict disclosure of Confidential Information to those employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) to take reasonable steps to protect Confidential Information from unauthorized use or disclosure.

Confidential Information shall 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 prior to disclosure; (iii) is received from a third party without breaching an obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information as required by law, provided it gives prompt written notice to the disclosing party to allow for protective measures.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with its performance under this Agreement. Except for liability for breach of confidentiality or for a party's gross negligence or willful misconduct, neither party's liability to the other shall exceed the fees paid or payable under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any Statements of Work or exhibits expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in connection with a sale of substantially all of its assets or stock. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or employment relationship. If any provision is found invalid, the remaining provisions will remain in full force and effect.

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