Legal Government Document Template

LEGAL GOVERNMENT DOCUMENT TEMPLATE

This Agreement ("Agreement") is made and entered into as of by and between Government Entity Name: with principal address at and Contractor Name: with principal address at .

RECITALS

WHEREAS, Government Entity Name seeks to procure certain services and/or deliverables in connection with public programs and requires a contractor qualified to perform such work;

WHEREAS, Contractor represents that it possesses the necessary experience, personnel, licenses and equipment and agrees to perform such services subject to the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth their respective rights, obligations and procedures regarding performance, payment, records, and oversight.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Deliverables" means the work product, reports, data, and other materials to be delivered by Contractor as specified in Section 2. "Confidential Information" means non-public information designated as confidential or that by its nature should reasonably be considered confidential.

2. SCOPE OF SERVICES

Contractor shall perform the services and deliver the Deliverables described in the Statement of Work attached hereto or set forth below. All services shall be performed in a professional and workmanlike manner consistent with industry standards and applicable governmental requirements.

3. TERM AND TERMINATION

The term of this Agreement shall commence on the effective date and continue until completion of the services unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice. Government Entity may terminate immediately for cause if Contractor materially breaches any obligation and fails to cure within ten (10) days of written notice.

4. COMPENSATION; PAYMENT

Government Entity shall pay Contractor the fees set forth below for satisfactory performance of the services. Payment shall be made within thirty (30) days of receipt of an accurate invoice and acceptance of the applicable Deliverables, subject to setoff for any amounts disputed in good faith.

5. CONFIDENTIALITY AND PUBLIC RECORDS

Contractor shall maintain Confidential Information in strict confidence and shall not disclose such information except as necessary to perform the services or as required by law. Notwithstanding the foregoing, Contractor acknowledges that Government Entity is subject to public records laws; any claim of confidentiality shall be asserted in writing and subject to Government Entity's obligations under those laws.

6. COMPLIANCE WITH LAWS; STANDARDS

Contractor shall comply with all applicable federal, state and local laws, regulations, executive orders and governmental policies, including but not limited to procurement rules, nondiscrimination laws, and applicable licensing requirements. Contractor shall obtain and maintain all permits and licenses necessary to perform the services.

7. REPRESENTATIONS, WARRANTIES AND CERTIFICATIONS

Contractor represents and warrants that: (a) it is duly authorized and in good standing to do business; (b) it has the experience and capacity to perform the services; (c) performance will not violate any agreement or legal obligation; and (d) to the best of its knowledge, Contractor and its principals are not debarred, suspended, or otherwise ineligible for federal or state contracts.

Contractor certifies it is not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions.

Contractor certifies it has disclosed any actual or potential conflicts of interest and will avoid conflicts in performance.

8. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Government Entity, its officers, agents and employees from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's performance, breach, negligence or willful misconduct, except to the extent caused by Government Entity's sole negligence or willful misconduct.

9. INSURANCE

Contractor shall procure and maintain insurance in amounts and coverages satisfactory to Government Entity, including commercial general liability, workers' compensation, and professional liability where applicable. Upon request, Contractor shall provide certificates evidencing such coverage.

10. AUDIT; RECORDS RETENTION

Contractor shall maintain complete and accurate books, records and supporting documentation related to performance and costs. Government Entity, or its authorized representatives, shall have the right to inspect and audit such records upon reasonable notice. Records shall be retained for a period of not less than three (3) years following final payment or longer as required by law.

11. INTELLECTUAL PROPERTY; DATA SECURITY

Unless otherwise agreed in writing, all Deliverables created for Government Entity under this Agreement shall be the exclusive property of Government Entity and shall be considered works made for hire. Contractor shall implement and maintain appropriate administrative, technical and physical safeguards to protect Government Entity data and shall promptly notify Government Entity of any security incident affecting such data.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, commercial courier, or certified mail, return receipt requested, and shall be effective upon receipt.

13. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be valid unless in writing and executed by duly authorized representatives of both parties. Failure or delay by either party to enforce any provision shall not constitute a waiver of that provision or any other provision.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any attachments and incorporated documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements. If any provision is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS

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

17. MISCELLANEOUS

Contractor shall not assign this Agreement or subcontract material obligations without the prior written consent of Government Entity. Any permitted assignee shall assume all obligations of Contractor hereunder. The parties agree to cooperate and execute further instruments as may be reasonably necessary to effectuate the intent of this Agreement.

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