Executive Office Document

EXECUTIVE OFFICE SERVICE AGREEMENT

Recitals

WHEREAS, Executive Office Name: is responsible for administrative oversight and requires certain professional services; and

WHEREAS, Service Provider Name: has represented that it possesses the personnel, expertise, and resources to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will perform such services for the Executive Office, effective as of Effective Date: , .

Scope of Work

Service Provider shall perform the services, tasks, and deliverables described below in a professional and workmanlike manner consistent with industry standards. The parties acknowledge that the description below is intended to state the primary obligations of Service Provider but may be supplemented by written statements of work signed by both parties.

Payment Terms

Executive Office shall pay Service Provider for the services performed in accordance with this Agreement as set forth below. All amounts are payable in lawful currency and subject to the conditions and adjustments provided herein.

Invoices not paid within thirty (30) days of receipt shall accrue interest at the rate set forth above or the maximum rate permitted by law, whichever is less. Executive Office shall be responsible for reasonable costs of collection, including attorneys' fees, for overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon Notice Period: days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days of receiving written notice specifying the breach. Termination shall not relieve either party of obligations incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means any nonpublic information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection of tangible objects, 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. Service Provider shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes publicly known through no breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information. Upon termination or expiration of this Agreement, each party shall return or destroy the other party's Confidential Information in its possession, except as required by law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for the resolution of disputes arising under this Agreement.

Representations; Compliance

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider shall perform services in compliance with all applicable laws, rules, regulations, and Executive Office policies. Service Provider shall maintain all licenses, permits, and insurance required to perform the services.

Indemnification

Service Provider shall indemnify, defend, and hold harmless Executive Office, its officers, directors, employees, and agents from and against any liabilities, damages, losses, claims, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from Service Provider's negligent acts, omissions, or willful misconduct in performing the services or from Service Provider's breach of this Agreement.

Entire Agreement

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

Notice

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 either party may designate by written notice. Notices shall be deemed given upon personal delivery, three (3) days after deposit in certified mail (return receipt requested), or one (1) day after delivery to a nationally recognized overnight courier service.

Execution

The parties have executed this Agreement through authorized representatives as of the dates set forth below.

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