County Business Document

COUNTY BUSINESS DOCUMENT

This County Business Document (the "Agreement") is entered into as of Effective Date: by and between County Name: and Business/Contractor Name: .

WHEREAS

WHEREAS, the County seeks to engage the services of the Business/Contractor to perform services in furtherance of County business and operations within the County described below; and

WHEREAS, the Business/Contractor represents that it has the experience, personnel, equipment and licenses necessary to perform the Scope of Work in accordance with applicable law and customary professional standards; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows.

Scope of Work

Payment Terms

The County shall pay the Business/Contractor the total Compensation set forth below in consideration for full performance of the Scope of Work. Compensation covers all labor, materials, equipment, taxes and fees unless otherwise expressly stated.

Payments are due within days of invoice receipt unless otherwise set forth in the Payment Schedule. Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law.

Check Electronic transfer Other:

Term and Termination

This Agreement shall commence on Start Date: and shall continue in full force and effect until End Date: , unless terminated earlier as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with advance written notice of days. Either party may terminate immediately for cause where the other party materially breaches any obligation and fails to cure within 30 days of written notice.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or operational information disclosed in any form. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes public through no fault of the receiving party; (ii) was in the receiving party's possession prior to disclosure without obligation of confidentiality; or (iii) is rightfully obtained from a third party without restriction. The receiving party may disclose Confidential Information when compelled by law, provided it gives the disclosing party prompt written notice and cooperates in seeking appropriate protective relief.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the County and State identified as Governing Jurisdiction: . Venue for any litigation arising out of this Agreement shall lie exclusively in the courts of such jurisdiction.

Representations and Certifications

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations; (b) its execution and performance do not violate any other agreement; and (c) where required, it has obtained and will maintain all licenses, permits and approvals required to perform under this Agreement.

Entire Agreement

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

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