Local Government Municipal Council Template

LOCAL GOVERNMENT MUNICIPAL COUNCIL AGREEMENT

This Agreement is entered into by and between Municipal Council Name: with address: (hereinafter "Council") and Service Provider Name: with address: (hereinafter "Contractor").

Effective Date:

RECITALS

WHEREAS, Council is a duly constituted municipal governing body authorized to procure services, enter into agreements, and carry out municipal functions for the benefit of its constituents; and

WHEREAS, Contractor represents that it has the experience, personnel, and capability to perform the services described in this Agreement and is willing to provide such services subject to the terms and conditions set forth herein; and

WHEREAS, Council and Contractor desire to set forth their agreement concerning the scope of services, compensation, and other terms applicable to Contractor's performance.

SCOPE OF WORK

Contractor shall perform the services and provide the deliverables described below in accordance with the standards of care, timeliness, and professional competence customary in Contractor's industry.

PAYMENT TERMS

Council agrees to compensate Contractor for satisfactory performance of the Scope of Work as follows.

Invoices shall be submitted by Contractor in accordance with the Payment Schedule. Council shall remit undisputed amounts within the number of days specified below following receipt of a proper invoice.

Late payments shall accrue interest at after a grace period of days from the invoice due date. Council shall not be liable for interest on amounts reasonably disputed in good faith until such dispute is resolved.

TERM AND TERMINATION

This Agreement shall commence on the Commencement Date and continue until the Expiration Date unless earlier terminated in accordance with this Section.

Commencement Date: .

Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Council may terminate immediately for cause if Contractor materially breaches any term and fails to cure within a reasonable cure period not to exceed days after written notice of such breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public, proprietary, or sensitive information disclosed by one party to the other that is designated as 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, technical data, trade secrets, financial information, specifications, procurement plans, and personally identifiable information.

The receiving party shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is lawfully obtained from a third party without restriction; or (iii) is developed independently without use of or reference to the disclosing party's Confidential Information. If disclosure is required by law, the receiving party shall provide prompt notice to the disclosing party where permissible and cooperate to seek protective measures.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any legal action arising under this Agreement shall be brought in the courts of that state or federal courts located therein.

MISCELLANEOUS

Entire Agreement: This Agreement, including any attachments, exhibits, and referenced documents incorporated herein by express reference, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior oral or written agreements, proposals, and communications. No modification shall be effective unless in writing and signed by an authorized representative of each party.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Council may assign to a successor governmental entity. Any attempted assignment in violation of this Section shall be void.

SIGNATURES

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