Kewaunee Co CDPG Document

KEWAUNEE CO CDPG DOCUMENT

This Agreement is entered into on the Effective Date set forth below by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Effective Date:

Recitals

WHEREAS, Client requires services and deliverables related to Kewaunee Co CDPG Document processes and associated tasks as described herein; and

WHEREAS, Service Provider represents that it possesses the experience, personnel, and capacity to perform the services in accordance with the requirements and standards set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services and the treatment of confidential information disclosed in connection with the services.

Scope of Work

Service Provider shall perform the tasks and deliver the work products described below. The parties acknowledge that the following description constitutes the primary scope of services; additional deliverables or changes shall be governed by Section 7 (Change Orders).

Payment Terms

Total Agreement Amount: $

Late Payment Fee:    Invoices shall be submitted in accordance with the Payment Schedule and are due within the number of days specified in the schedule unless otherwise agreed in writing.

Term and Termination

Term Commencement:    Term Expiration:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination for cause shall be permitted where a party materially breaches this Agreement and fails to cure within 30 days of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, financial data, technical specifications, internal procedures, and any data identified as part of the CDPG process.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The foregoing obligations do not apply to information that is or becomes publicly available without breach, was rightfully known by the receiving party prior to disclosure, or is independently developed by the receiving party.

Representations; Insurance; Indemnification

Each party represents that it has the authority to enter into this Agreement and perform its obligations. Service Provider shall maintain insurance coverage customary for the industry and applicable to the services. Service Provider shall indemnify and hold harmless Client from and against claims, liabilities, losses, and expenses arising from Service Provider's negligent acts or willful misconduct in the performance of the services, subject to any limitations agreed in writing.

Change Orders

Any material change to the Scope of Work, schedule, or compensation shall be documented by a written change order signed by both parties describing the change, any adjustment to the total amount, and any change to the delivery schedule.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Wisconsin for resolution of disputes arising under this Agreement.

Entire Agreement; Severability

This Agreement, including all attachments and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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. Notice is effective upon personal delivery, confirmed electronic delivery, or three days after deposit in the U.S. mail, postage prepaid.

Execution

The parties agree that electronic signatures, facsimile signatures, or scanned signatures shall have the same force and effect as original signatures.

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