City Document Template

CITY DOCUMENT TEMPLATE

This General Business Agreement (the "Agreement") is entered into as of Effective Date: , by and between City Name: , located at (hereinafter "City"), and Contractor Name: , located at (hereinafter "Contractor"). The City and the Contractor are collectively referred to as the "Parties."

WHEREAS

1. Whereas City desires to retain Contractor to perform certain services in furtherance of municipal operations and community programs described herein; and

2. Whereas Contractor represents that it possesses the necessary qualifications, licenses and experience to perform such services and agrees to perform them in accordance with the terms of this Agreement; and

3. Now, therefore, in consideration of the mutual promises set forth herein, the Parties agree as follows.

SCOPE OF WORK

Contractor shall perform the services in a professional and workmanlike manner consistent with industry standards and applicable laws. Contractor shall timely provide personnel, materials and equipment necessary to complete the services unless otherwise specified in writing.

PAYMENT TERMS

Invoices shall be submitted to City Billing Contact: , at Billing Address: . Payment will be made within days of receipt of a proper invoice unless otherwise agreed in writing.

Late Payment: Any undisputed invoice not paid within the agreed payment period shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less. In addition, City may withhold payments for defective or incomplete work until such defects are remedied.

TERM AND TERMINATION

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

Termination for Convenience: City may terminate this Agreement for any reason upon giving days' prior written notice to Contractor. Upon such termination, Contractor shall be entitled to payment for services performed and reasonable, documented costs incurred through the effective date of termination.

Termination for Cause: Either Party may terminate for material breach by the other Party if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall be without prejudice to any other remedies available at law or in equity.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one Party to the other, whether oral, written, electronic or other tangible form, 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.

Obligations: Receiving Party shall (a) use Confidential Information solely for the performance of its obligations under this Agreement, (b) restrict disclosure to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care.

Exclusions and Compelled Disclosure: Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was known to Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party. If Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to Disclosing Party to allow for protective measures.

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 law principles. Venue for any legal action arising out of this Agreement shall be the state or federal courts located within the applicable county of that state.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations and agreements, whether written or oral, relating to the subject matter hereof. Any amendment must be in writing and signed by authorized representatives of both Parties.

Authority: Each person signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the Party for which they sign.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect to the maximum extent permitted by law.

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