Judicial Center Document

JUDICIAL CENTER DOCUMENT

This Judicial Center Document (the "Agreement") is entered into as of Effective Date: by and between Judicial Center Name: and Contractor Name: .

RECITALS

WHEREAS, Judicial Center Name is a public judicial facility that requires certain professional services, facility management, and event coordination in connection with court-related and public functions; and

WHEREAS, Contractor Name represents that it possesses the experience, personnel, licenses, and capacity to perform the services described in this Agreement and is willing to perform such services for compensation under the terms set forth below; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, and administration of those services.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Judicial Center will pay Contractor a total amount of for the services described in this Agreement, subject to approved invoices and the payment schedule below.

Invoices shall be submitted in writing to Judicial Center and shall itemize work performed, hours (if applicable), and reimbursable expenses. Payment shall be made within the number of days specified in the payment_schedule field after receipt of an undisputed invoice. The Judicial Center may withhold payment for deficient work until corrected. Taxes, withholdings, and similar liabilities shall be borne as required by applicable law.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice_period_days after written notice specifying the nature of the breach. Judicial Center may terminate immediately upon written notice for failure to maintain required insurance, for conduct that jeopardizes judicial operations, or for failure to comply with applicable laws and facility rules. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services performed to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive confidential information of the other party, including but not limited to security procedures, case schedules, personnel information, protected court records, and internal operations ("Confidential Information"). The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for performance of this Agreement, and (c) not disclose Confidential Information to third parties except to its employees, contractors, or professional advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential obligations shall not apply to information which is publicly available without breach of this Agreement, already rightfully known by the receiving party, or is required to be disclosed by law or court order; provided that the receiving party gives prompt written notice to the disclosing party and limits disclosure to the minimum required.

COMPLIANCE; INSURANCE; INDEMNIFICATION

Contractor shall comply with all applicable federal, state, and local laws, regulations, and Judicial Center facility rules in performing services. Contractor shall maintain and, upon request, provide certificates of insurance evidencing commercial general liability, professional liability (if applicable), and workers' compensation coverage with limits reasonably satisfactory to Judicial Center. Contractor shall indemnify, defend, and hold harmless Judicial Center and its officers, employees, and agents from and against any third-party claims, liabilities, damages, fines, or expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts, willful misconduct, or breach of this Agreement, except to the extent caused by Judicial Center's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall lie exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, together with any appendices or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral and written representations, negotiations, and agreements. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

Judicial Center Notice Address:

Contractor Notice Address:

Notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or delivered by recognized overnight courier to the addresses set forth above or such other address as a party designates in writing.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that neither party is an employee of the other for any purpose. Neither party may assign this Agreement without the prior written consent of the other, except that Judicial Center may assign to a successor public entity without consent.

The parties hereby certify that the individuals signing below are duly authorized to execute this Agreement on behalf of their respective parties and to bind those parties to its terms.

IN WITNESS WHEREOF, the parties have executed this Agreement through their authorized representatives:

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