Business Services SGIP

BUSINESS SERVICES SGIP

This Business Services SGIP Agreement (the Agreement) is made and entered into as of Effective Date: by and between Service Provider: with a principal place of business at and Client: with a principal place of business at .

WHEREAS

WHEREAS, Service Provider possesses expertise and experience in providing business services related to state and local incentive program administration, technical assistance and grant processing (collectively, the Services); and

WHEREAS, Client desires to engage Service Provider to perform the Services described herein under the terms and conditions of this Agreement, and Service Provider is willing to provide such Services to Client in accordance with this Agreement.

WHEREAS, the parties intend that certain deliverables and confidential information be protected and that compensation, term, and termination rights be set forth herein.

1. PARTIES & CONTACT INFORMATION

2. SCOPE OF WORK

Service Provider shall perform the Services described below and deliver the Deliverables in accordance with the schedule and standards set forth in this Agreement. Service Provider will provide qualified personnel, materials, and supervision necessary to perform the Services professionally and in a manner consistent with industry standards applicable to state and local incentive program administration.

3. PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements specified in this section in consideration for Services and Deliverables performed in accordance with this Agreement.

All fees are payable in U.S. dollars. Service Provider shall submit invoices itemizing Services performed and reasonable expenses. Unless otherwise agreed in writing, payments not received within Invoice Payment Due (days) shall accrue the Late Fee on the outstanding balance, compounded monthly, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

4. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least Notice Period (days): days prior to the effective date of termination.

Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach; provided that for non-monetary breaches that cannot reasonably be cured within thirty (30) days, the breaching party shall commence cure within thirty (30) days and diligently pursue cure to completion.

Upon termination or expiration, Client shall pay Service Provider for all Services performed and reasonable expenses incurred through the effective date of termination and for any non-cancellable commitments made by Service Provider in good faith prior to termination.

5. CONFIDENTIALITY

"Confidential Information" means all information disclosed by one party (Disclosing Party) to the other (Receiving 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, including business plans, financial information, technical data, and client lists. 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 received from a third party without breach of any obligation of confidentiality, (c) is independently developed by the Receiving Party without use of or reference to Disclosing Party Confidential Information, or (d) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt notice and cooperates with the Disclosing Party to seek protective relief.

The Receiving Party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care, (ii) use Confidential Information solely for performance of this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, consultants, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. The obligations of confidentiality survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

6. INTELLECTUAL PROPERTY; DELIVERABLES

Except as otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and methodologies. Upon full payment of amounts due under this Agreement, Service Provider assigns to Client all right, title and interest in and to Deliverables specifically prepared for Client under this Agreement to the extent such assignment is permitted by applicable law; provided, however, that Service Provider reserves a perpetual, royalty-free, non-exclusive license to use any general skills, know-how, templates, or non-Client-specific materials embodied in the Deliverables.

7. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct; provided that the indemnified party gives prompt written notice and cooperates in the defense and settlement of any claim.

8. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages or lost profits. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

9. ASSIGNMENT

Neither party may assign or transfer this Agreement or its rights hereunder without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets so long as the assignee assumes Service Provider's obligations hereunder.

10. 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 conflicts of laws principles. The parties shall first attempt in good faith to resolve any dispute arising out of this Agreement through negotiation between senior representatives. If negotiation fails, the parties agree to submit disputes to binding arbitration in the county in which the Client's principal place of business is located, conducted in English, and administered under the rules chosen by the parties in writing.

11. ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work expressly incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous proposals, negotiations, and agreements, whether written or oral. Any amendment or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

12. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice in accordance with this Agreement.

Sign Now