Government Representation Agreement

Government Representation Agreement

This Government Representation Agreement (the Agreement) is entered into as of by and between Client Name: with principal address: and Representative Name: with principal address: .

WHEREAS

WHEREAS, Client seeks professional representation before federal, state, and local government bodies and administrative agencies in matters described herein, and desires to retain Representative to provide such representation under the terms set forth in this Agreement.

WHEREAS, Representative represents that it has the qualifications, experience and licensure required to represent Client before governmental entities and will perform services in compliance with applicable law and governmental registration requirements where required.

WHEREAS, the parties agree that Representative will act as an independent contractor to provide government relations, regulatory advocacy, permitting support, and related services as further described in this Agreement.

SCOPE OF WORK

Representative shall provide government representation and advocacy services as reasonably necessary to advance Client's interests, including but not limited to: legislative advocacy, regulatory comments and filings, agency negotiations, permitting assistance, stakeholder engagement, and preparation of written submissions and oral presentations on behalf of Client. Representative's specific tasks and deliverables are set forth below.

Legislative advocacy Regulatory proceedings Permitting and licensing Compliance counseling

PAYMENT TERMS

As consideration for the services rendered by Representative, Client shall pay Representative the fees and reimbursements set forth in this section. Fees are exclusive of any applicable taxes and Representative shall invoice Client in accordance with the schedule below.

EXPENSES

Client shall reimburse Representative for reasonable and necessary out-of-pocket expenses incurred in connection with the representation, including travel, lodging, filing fees, courier charges, and document production costs, subject to Client's prior approval where such expenses exceed the amount set forth below.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given in accordance with the notice period above. Either party may terminate immediately for material breach by the other party, provided that the breaching party fails to cure such breach within ten (10) calendar days after written notice of breach.

CONFIDENTIALITY

Representative shall treat as confidential all non-public information and materials provided by Client or developed in connection with the representation (Confidential Information). Representative shall not disclose Confidential Information to any third party without Client's prior written consent except as required by law or lawful governmental process. Confidential Information shall be retained in confidence for the period set forth below and for a commercially reasonable period thereafter.

COMPLIANCE WITH LAW; REGISTRATION

Representative shall at all times comply with applicable federal, state and local laws governing government representation, registration, reporting, lobbying disclosure, ethics, and gifts. Representative will notify Client promptly if any registration or reporting requirement arises in connection with the performance of this Agreement and will cooperate with Client in preparing and filing required disclosures; costs associated with such filings will be treated as reimbursable expenses unless otherwise agreed in writing.

INDEMNIFICATION

Client shall indemnify, defend and hold harmless Representative and its officers, employees and agents from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement or Client's willful misconduct. Representative shall indemnify Client for claims arising from Representative's gross negligence or willful misconduct in providing services under this Agreement.

INDEPENDENT CONTRACTOR; NO AUTHORITY TO BIND

Representative is an independent contractor and not an employee, partner, joint venturer or agent of Client for any purpose. Representative has no authority to enter into agreements, make representations, or bind Client to any obligation without Client's prior express written consent.

RECORDS; REPORTING

Representative shall maintain records of time, activities and expenses related to the representation and shall provide periodic reports to Client as reasonably requested. Representative's time records and invoices shall be available to Client for inspection upon reasonable notice.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. Exclusive venue for any action arising under this Agreement shall be the state or federal courts located in that jurisdiction unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Representative may assign to an affiliate or successor in interest. Notices 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 in writing.

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