Miscellaneous Library Off the Page

MISCELLANEOUS LIBRARY OFF THE PAGE AGREEMENT

Parties

Recitals

WHEREAS, the Library (identified above as ) seeks to engage a qualified third party to plan and deliver a public program entitled "Library Off the Page" that provides community outreach, educational content, and related materials; and

WHEREAS, the Service Provider (identified above as ) represents that it has the experience, personnel, and resources necessary to perform the described services; and

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

Scope of Work

The Service Provider shall provide all labor, materials, supervision, coordination, and deliverables necessary to plan, promote, and deliver the Library Off the Page program as described below. Specific tasks, deliverables, and milestones shall include but are not limited to the items set forth in the Scope of Work field.

Payment Terms

In consideration for the services rendered pursuant to this Agreement, the Library shall pay the Service Provider as follows.

All invoices shall reference the name of the program and the invoice number. Unless otherwise stated in the payment schedule, payments are due net 30 days from the date of invoice. Late fees will be assessed as stated above on any unpaid balance after the due date.

Term and Termination

This Agreement commences on the Commencement Date and continues until the End Date unless earlier terminated in accordance with this section.

Commencement Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set above following written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services performed.

Confidentiality

The parties acknowledge that in the performance of this Agreement either party may receive Confidential Information of the other. "Confidential Information" means non-public information that is disclosed in writing and clearly marked confidential or that, by its nature, should reasonably be understood to be confidential.

Each party agrees: (a) to use Confidential Information solely for the purposes of performing under this Agreement; (b) to restrict disclosure of Confidential Information to its employees, agents, and contractors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) to take commercially reasonable steps to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is independently developed without use of the other's Confidential Information, or is rightfully obtained from a third party without restriction.

Notices

All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and sent to the addresses designated by the parties below.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below. The parties agree to attempt in good faith to resolve disputes arising out of or relating to this Agreement through negotiation between authorized representatives. If the dispute cannot be resolved through negotiation within 30 days, either party may pursue any remedy available at law or equity in the courts of the governing state.

Entire Agreement; Severability

This Agreement, including any schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute valid and enforceable provision that most nearly effects the parties' intent in entering into this Agreement.

Insurance; Indemnification

The Service Provider shall maintain general liability insurance and any other insurance required by law or reasonably necessary for performance of the services. The Service Provider shall indemnify, defend, and hold harmless the Library, its officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or resulting from the Service Provider's performance or breach of this Agreement, except to the extent caused by the Library's gross negligence or willful misconduct.

Acknowledgment

Each party represents and warrants that it has the power and authority to enter into this Agreement, that execution has been duly authorized, and that performance will not violate any other agreement.

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