Community Support Local Help

COMMUNITY SUPPORT LOCAL HELP AGREEMENT

This Community Support Local Help Agreement (the Agreement) is entered into as of (Effective Date) by and between:

WHEREAS

WHEREAS, Community Organization seeks to engage Local Support Provider to provide localized assistance, outreach, and related community support services to individuals and groups within the community; and

WHEREAS, Local Support Provider represents that it has the qualifications, personnel, and capacity necessary to perform the services described in this Agreement and agrees to perform such services in accordance with the terms and conditions herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

1. Scope of Work

Local Support Provider shall perform community support services as requested by Community Organization, including outreach, referral assistance, event staffing, volunteer coordination, and related activities. Specific tasks, deliverables, locations, and performance standards are described below:

2. Payment Terms

In consideration for services performed under this Agreement, Community Organization shall pay Local Support Provider as follows:

Late payments shall incur interest at the rate of on overdue balances beginning after a grace period of days from the invoice due date. The parties agree that such interest is a reasonable estimate of damages for late payment.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach is not cured within a reasonable cure period of not less than 10 days after written notice. Termination shall not relieve Community Organization of the obligation to pay for services rendered prior to the effective date of termination.

4. Confidentiality

For the purposes of this Agreement, 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. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall maintain Confidential Information in confidence, shall not disclose it to any third party except as necessary to perform its obligations under this Agreement, and shall use no less than reasonable care to protect such information. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

5. Independent Contractor; Indemnification

Local Support Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship. Local Support Provider is solely responsible for all taxes, withholdings, benefits, and insurance relating to its employees and agents.

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claim, liability, loss, damage or expense arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement, except to the extent caused by the other party's negligence or breach.

6. Records; Compliance

Local Support Provider shall maintain adequate records of services performed and expenses incurred under this Agreement for a period of three (3) years following final payment. Community Organization may, upon reasonable notice and during normal business hours, audit relevant records related to this Agreement.

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including but not limited to laws concerning nondiscrimination and health and safety.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to choice-of-law principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If negotiation fails, the parties may pursue any remedy available at law or equity in the state and federal courts located in the governing state.

8. Entire Agreement; Amendments

This Agreement, including any attachments or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Notices

All notices required or permitted under this Agreement must be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notice is effective upon personal delivery, three business days after deposit with the United States Postal Service by certified mail, or one business day after deposit with a nationally recognized overnight courier.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that damages may be an inadequate remedy for breach of confidentiality and that injunctive relief may be appropriate in addition to other remedies.

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