Equality Texas Agreement

EQUALITY TEXAS AGREEMENT

This Equality Texas Agreement ("Agreement") is entered into as of Effective Date: by and between Equality Texas, a nonprofit corporation organized under Texas law, with principal place of business at ("Equality Texas"), and Counterparty Name: , an entity having its principal place of business at ("Counterparty").

WHEREAS

WHEREAS, Equality Texas works to advance equality and civil rights within the State of Texas and requires services and support to further its programmatic objectives; and

WHEREAS, Counterparty represents that it possesses the experience, personnel, and resources necessary to perform the services described in this Agreement and is willing to provide such services to Equality Texas under the terms set forth herein; and

WHEREAS, the parties desire to set forth their mutual understanding and obligations with respect to the services to be provided and compensation to be paid.

SCOPE OF WORK

Counterparty shall provide the services, deliverables, timelines, and acceptance criteria as described below. Counterparty shall perform all services in a professional, workmanlike manner consistent with industry standards and subject to the supervision of Equality Texas.

PAYMENT TERMS

In consideration for the services performed by Counterparty, Equality Texas shall pay Counterparty the amounts and according to the schedule set forth below. Unless otherwise stated, amounts are payable in U.S. dollars and exclusive of any taxes for which Counterparty is responsible.

All invoices shall itemize services and expenses and be submitted to Equality Texas at the address for notices below. Unless otherwise agreed in writing, Equality Texas shall pay undisputed invoices within thirty (30) days of receipt. Disputed portions of any invoice shall be raised promptly and the undisputed portion shall remain payable when due.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within fifteen (15) days after receipt of written notice specifying the nature of the breach. Equality Texas may terminate immediately for cause where continuation would jeopardize Equality Texas's tax-exempt status or subject it to regulatory risk. Upon termination, Counterparty shall deliver all work in progress and prepared materials, and Equality Texas shall pay for services performed and reasonable expenses properly incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in writing, orally, or by inspection 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 includes, but is not limited to, donor lists, program strategies, financial information, and personally identifiable information of beneficiaries.

The receiving party shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information and no less than a reasonable degree of care; (b) use Confidential Information solely to perform under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or professional advisors with a need to know who are bound by confidentiality obligations no less protective than those herein. These obligations shall survive termination of this Agreement for a period of three (3) years, except that legally protected donor privacy and personally identifiable information must be maintained indefinitely in accordance with applicable law and Equality Texas policy.

The obligations in this section shall not apply to information that (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) is independently developed by the receiving party without reference to Confidential Information; or (iii) is rightfully received from a third party without restriction.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Counterparty shall indemnify, defend, and hold harmless Equality Texas and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or resulting from Counterparty's negligent acts, willful misconduct, or breach of this Agreement, except to the extent caused by Equality Texas's gross negligence or willful misconduct. IN NO EVENT SHALL EQUALITY TEXAS BE LIABLE TO COUNTERPARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Texas, without regard to its conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas for any action arising under this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other, except that Equality Texas may assign to an affiliated nonprofit organization so long as the assignee assumes Equality Texas's obligations in writing.

Notices: All notices required under this Agreement shall be given in writing and delivered to the addresses listed below or to such other address as a party designates by written notice. Notices are effective upon receipt.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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