Esopus Creek Document Template

ESOPUS CREEK DOCUMENT TEMPLATE

Parties

Recitals

WHEREAS, Client engages Service Provider to perform professional services related to Esopus Creek operations, maintenance, and agreed deliverables described herein; and

WHEREAS, Service Provider possesses the expertise, personnel, and resources necessary to perform the services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing Service Provider’s performance, compensation, confidentiality obligations, and other rights and duties.

Scope of Work

Service Provider shall provide the services, deliverables, and materials as described below. The Scope of Work shall include tasks, milestones, deliverable descriptions, acceptance criteria, and any applicable performance standards.

Payment Terms

Client shall pay Service Provider the total contract sum in consideration for the services rendered in accordance with the payment schedule set forth below. All amounts are in U.S. dollars and exclusive of taxes unless otherwise indicated.

Deposit Due Date:

Late Payment Fee: If any undisputed payment is not received within days after the due date, Client shall pay a late fee of monthly or a flat fee of , whichever is greater.

Term and Termination

This Agreement shall commence on (the "Commencement Date"), and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice provided no fewer than days prior to the intended termination date. Either party may immediately terminate for material breach by the other party if such breach remains uncured thirty (30) days after written notice of the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. If applicable, an early termination fee of may be charged as set forth in the payment terms.

Confidentiality

"Confidential Information" means non-public business, technical or financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") whether disclosed in writing, orally, or by inspection. Confidential Information shall include, without limitation, project data, reports, specifications, proposals, and any materials designated as confidential or which by their nature should reasonably be understood to be confidential.

The Receiving Party agrees: (a) to use Confidential Information solely for performance under this Agreement; (b) to 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) to protect Confidential Information with the same degree of care used to protect its own confidential information, but no less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is known to the Receiving Party at the time of disclosure without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party’s Confidential Information. Upon termination or written request, the Receiving Party shall return or destroy all Confidential Information and certify such return or destruction.

The Receiving Party shall return or securely destroy all physical and electronic copies of Confidential Information upon termination.

Representations; Insurance; Indemnity

Each party represents that it has the authority to enter into this Agreement and to perform its obligations. Service Provider shall maintain insurance customary for the industry and sufficient to cover liability arising from performance of the services. Service Provider shall indemnify and hold harmless Client from claims arising out of Service Provider’s negligent acts, omissions, or willful misconduct in the performance of the services.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties agree to attempt to resolve disputes through good faith negotiation prior to commencing any litigation. If litigation is necessary, the parties consent to the exclusive jurisdiction of the state and federal courts located in the chosen state.

Entire Agreement; Modification

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior oral and written agreements, proposals, and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice in accordance with this section. Notice shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail, or one (1) business day after delivery to a nationally-recognized overnight courier.

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