Miscellaneous Spring LBP Document

MISCELLANEOUS SPRING LBP DOCUMENT

Effective Date:

Parties

This Agreement is entered into by and between:

WHEREAS, Client requires certain specialized services related to spring lead-based paint project coordination, oversight, or related professional services; and

WHEREAS, Service Provider represents that it possesses the qualifications, personnel, and experience necessary to provide the services described in this Agreement and agrees to perform such services pursuant to the terms and conditions set forth herein.

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

Scope of Work

The Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards:

The scope expressly includes, without limitation, project coordination, inspection oversight, recordkeeping, preparation of required reports, and communication with Client representatives. Any material change to the scope must be documented in a written amendment signed by both parties.

Payment Terms

All invoices issued by Service Provider are due within days of invoice date. Late payments shall accrue interest at the rate of on the outstanding balance, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. Client shall also be responsible for reasonable collection costs and attorney fees incurred by Service Provider in enforcing payment.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, technical data, analyses, reports, proposals, pricing, and personnel information.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to those employees, agents or consultants who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein, and (c) use Confidential Information solely for the purposes of performing under this Agreement. The foregoing obligations shall not apply to information that: (i) was in the public domain at the time of disclosure; (ii) becomes publicly known through no fault of the receiving party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of from the date of disclosure, except with respect to any trade secrets for which protection shall continue for so long as such information remains a trade secret under applicable law.

Insurance and Indemnity (Summary)

Service Provider shall maintain insurance coverages appropriate to the nature of the services, including commercial general liability and professional liability as applicable. Service Provider shall indemnify and hold harmless Client from and against claims arising out of Service Provider's negligence or willful misconduct in the performance of services under this Agreement, subject to any limitations agreed in writing by the parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this section.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the parties may pursue any remedy available at law or in equity in the courts located in the selected jurisdiction.

Entire Agreement

This Agreement, including any exhibits or written amendments 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, proposals, negotiations and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or remedy shall not constitute a waiver of such right or remedy. The parties acknowledge that they have had the opportunity to consult counsel of their choice.

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