Methodist Organization Agreement

METHODIST ORGANIZATION AGREEMENT

This Methodist Organization Agreement (the Agreement) is made effective as of between Methodist Organization: and Partner Organization: .

RECITALS

WHEREAS, Methodist Organization is organized and operated to provide religious, charitable, educational, and community services consistent with Methodist principles, and has the capacity to deliver ministry-related programs and oversight; and

WHEREAS, Partner Organization seeks to engage Methodist Organization to provide certain programmatic, administrative, or organizational services described herein, and Methodist Organization agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective duties, payment obligations, confidentiality protections, and dispute resolution principles in a written agreement.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Partner Organization shall pay Methodist Organization the total amount of USD for the services described in this Agreement, subject to the payment schedule below.

Late Payment: Any payment not received within days after the due date shall accrue interest at a rate of per month on the outstanding balance, together with any collection costs and reasonable attorneys' fees incurred by the prevailing party.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing the other party with days' prior written notice.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon expiration or termination, Partner Organization shall pay Methodist Organization for all services performed and unreimbursed expenses incurred through the effective date of termination. Sections entitled Confidentiality, Indemnification, Governing Law, and Entire Agreement shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by one party (Disclosing Party) to the other (Receiving Party) in oral, written, electronic or other form that is designated as confidential or that, under the circumstances, ought reasonably to be treated as confidential.

Obligation: The Receiving Party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The Receiving Party shall restrict disclosure to those employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or regulation, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful effort to limit disclosure.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in performance of this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

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 law principles.

Dispute Resolution: The parties agree to attempt in good faith to resolve disputes arising under this Agreement through negotiation between senior representatives. If unresolved, disputes shall be submitted to mediation before a mutually agreed mediator. If mediation fails, either party may pursue any available legal or equitable remedies.

ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations, understandings, and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing signed by authorized representatives of both parties.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement, that performance will not violate any other agreement to which it is a party, and that it will comply with all applicable laws and regulations in the performance of this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Methodist Organization may assign to an affiliated Methodist entity without consent so long as such assignee agrees in writing to be bound by the terms of this Agreement.

Independent Contractor: The parties agree that Methodist Organization shall perform services as an independent contractor and nothing in this Agreement shall be construed to create an employment, joint venture, or agency relationship.

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