Government Agreement

Government Agreement

This Government Agreement ("Agreement") is made and entered into as of the day of , , by and between Government Entity: , organized under applicable governmental authority with principal address , and Contractor: , with principal address (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Government Entity seeks to procure certain services or deliverables described herein in support of public functions and has authority to enter into this Agreement under applicable statutes and regulations; and

WHEREAS, Contractor represents that it possesses the qualifications, experience, personnel and resources necessary to perform the services and deliverables set forth in this Agreement, and agrees to perform such services in accordance with the terms and conditions herein; and

WHEREAS, both Parties desire to set forth the terms and conditions governing Contractor's performance, compensation, and the Parties' respective obligations and remedies.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this written Government Agreement and all exhibits, schedules and attachments hereto. 1.2 "Deliverables" means the tangible and intangible items to be delivered by Contractor as described in Exhibit A: Statement of Work. 1.3 "Confidential Information" means information designated in writing as confidential or that, by its nature, ought reasonably to be treated as confidential.

2. SCOPE OF WORK

Contractor shall perform the services and deliver the Deliverables described in the Statement of Work attached as Exhibit A. Contractor shall perform all services in a professional, timely and workmanlike manner in accordance with industry standards and applicable governmental requirements.

3. TERM

The term of this Agreement begins on day of , and shall continue until day of , , unless earlier terminated in accordance with Section 11 of this Agreement.

4. COMPENSATION AND PAYMENT

4.1 Maximum Obligation. The total amount payable by the Government Entity to Contractor under this Agreement shall not exceed $ , unless amended in writing and executed by an authorized representative of the Government Entity. Payments are subject to appropriation and availability of funds.

4.2 Invoicing. Contractor shall submit invoices itemizing work performed, deliverables provided, and expenses incurred, together with supporting documentation reasonably requested by the Government Entity. Invoices shall state the Agreement number and be sent to the Notices address specified in Section 13.

5. AUDIT AND RECORDS

Contractor shall maintain complete and accurate records of all work performed, time expended and expenses incurred under this Agreement for a period of not less than five (5) years following final payment. The Government Entity, or its authorized auditor, shall have the right to inspect, audit and copy such records upon reasonable notice during normal business hours.

6. COMPLIANCE WITH LAW; STANDARDS

Contractor shall comply with all federal, state and local laws, regulations and ordinances applicable to the performance of the services, including but not limited to procurement rules, labor laws, non-discrimination requirements, and security clearances where applicable. Contractor shall obtain and maintain all permits, licenses and approvals required to perform its obligations under this Agreement.

7. CONFLICTS OF INTEREST

Contractor represents that neither it nor any of its employees or subcontractors have any financial or other interest that would constitute a conflict of interest with the Government Entity. Contractor shall promptly disclose in writing any potential conflict of interest that arises during the term of this Agreement.

8. CONFIDENTIALITY

Each Party shall protect Confidential Information of the other Party with at least the same degree of care it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care. Confidential Information shall not be disclosed except as required by law or with the disclosing Party's prior written consent.

9. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor assigns to the Government Entity all right, title and interest in and to Deliverables created under this Agreement. Contractor grants the Government Entity a royalty-free, perpetual, transferable license to use any pre-existing Contractor intellectual property embedded in Deliverables to the extent necessary for the Government Entity's use of the Deliverables.

10. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless the Government Entity, its officers, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts, omissions, willful misconduct, or breach of this Agreement, except to the extent caused by the Government Entity's gross negligence or willful misconduct.

11. TERMINATION

11.1 For Convenience. The Government Entity may terminate this Agreement for convenience upon written notice to Contractor. In such event Contractor shall be entitled to payment for services performed and Deliverables accepted up to the effective date of termination and reasonable costs incurred in winding down performance.

11.2 For Cause. Either Party may terminate this Agreement for material breach upon written notice if the breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

12. INSURANCE

Contractor shall maintain, at Contractor's expense, insurance coverages appropriate to the services performed, including commercial general liability, professional liability (if applicable), workers' compensation and automobile liability. Upon request, Contractor shall provide certificates of insurance evidencing required coverages and naming the Government Entity as an additional insured where required.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses set forth below or to such other address as either Party may designate by written notice to the other.

14. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right will operate as a waiver of that right, nor will any single or partial exercise preclude other or further exercise of that right.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be modified to the extent necessary to make it enforceable. If modification is not possible, the invalid or unenforceable provision shall be severed and the remainder of the Agreement shall continue in full force and effect.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where the Government Entity is located, without regard to conflict of laws principles.

17. ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the Parties.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

19. MISCELLANEOUS

The Parties acknowledge that Contractor is an independent contractor and not an agent or employee of the Government Entity. Nothing in this Agreement shall create a partnership, joint venture or fiduciary relationship between the Parties.

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