Church Diocese Document

Church Diocese Agreement

This General Business Agreement (the "Agreement") is entered into as of the effective date set forth below by and between Diocese Name: , a religious organization (the "Diocese"), and Service Provider Name: (the "Contractor").

WHEREAS

WHEREAS, the Diocese requires certain professional services related to the operation, maintenance, or programmatic activities of its parishes and facilities; and

WHEREAS, the Contractor represents that it has the experience, personnel, and resources necessary to perform such services in a manner consistent with the Diocese's religious and regulatory obligations; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Contractor will perform services for the Diocese.

Scope of Work

The Contractor shall perform the services described above in a professional, timely, and workmanlike manner consistent with industry standards and the Diocese's requirements. The Contractor shall furnish all labor, materials, equipment, supervision and other items necessary for full performance unless otherwise specified herein.

Payment Terms

Compensation: The Diocese shall pay Contractor a total fee of USD for the services set forth in this Agreement.

Invoices are due and payable within days of receipt unless otherwise agreed in writing. Late payments shall incur interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law.

Term and Termination

Term: This Agreement shall commence on the Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the intended termination date.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: For purposes of this Agreement, "Confidential Information" means non-public information disclosed by the Diocese or its affiliates to the Contractor 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.

Obligation: The Contractor shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as necessary to perform the services and subject to written confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely for the performance of this Agreement. The Contractor shall take reasonable steps to protect Confidential Information from unauthorized use or disclosure.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully 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 Confidential Information.

By checking this box, the Contractor affirms that it understands and will comply with the confidentiality obligations set forth above.

Governing Law

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 submit to the exclusive jurisdiction of the courts located within that state for any disputes arising under this Agreement.

Representations; Insurance

Contractor represents and warrants that it has the authority to enter into this Agreement, that its performance will comply with all applicable laws and with the Diocese's reasonable policies, and that it maintains insurance sufficient to cover its obligations hereunder. Upon request, Contractor shall furnish certificates evidencing insurance coverage.

Entire Agreement; Amendment

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

General Provisions

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that the Diocese may assign to any affiliate or successor by operation of law.

Independent Contractor: Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of the Diocese. Contractor shall be solely responsible for payment of all wages, taxes, and benefits for its employees and subcontractors.

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