Neighborhood Services Agreement

NEIGHBORHOOD SERVICES AGREEMENT

This Neighborhood Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: with address:

and Neighborhood Representative Name: with address:

WHEREAS

WHEREAS, Service Provider represents that it has the experience, personnel, tools and licenses required to perform community maintenance, safety, beautification, and other neighborhood support services as set forth in this Agreement;

WHEREAS, Neighborhood Representative seeks to retain the Service Provider to perform such neighborhood services at the locations identified in Exhibit A (the "Premises") and to coordinate with local residents in accordance with the terms and conditions below;

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

SCOPE OF WORK

PAYMENT TERMS

Total Compensation to Service Provider: payable in accordance with the schedule below.

Late Payment: If any undisputed amount is not paid within days after the due date, Service Provider may assess interest at the rate of % per month on the overdue balance, or the maximum rate permitted by applicable law, whichever is lower. Minimum late fee: $.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may also terminate immediately for material breach that remains uncured for days after written notice of such breach. Termination does not relieve either party of obligations incurred prior to the effective date of termination, including payment for services performed.

CONFIDENTIALITY

Each party shall hold in strict confidence and shall not disclose to any third party any Confidential Information received from the other party, except to the extent necessary to perform under this Agreement or as required by law. "Confidential Information" includes business plans, resident contact information, proprietary techniques, pricing, and other non-public information clearly marked or reasonably understood to be confidential. This obligation survives termination for a period of three (3) years.

Exceptions: Confidential Information does not include information that is (a) publicly available through no breach by the receiving party; (b) already in the receiving party's lawful possession prior to disclosure; or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

INSURANCE, INDEMNITY AND COMPLIANCE

Service Provider shall maintain at its expense general liability insurance in amounts customary for the services provided and shall comply with all applicable laws, ordinances and codes. Service Provider agrees to indemnify, defend and hold harmless Neighborhood Representative and its officers, agents and residents from and against all claims, liabilities, losses and expenses arising out of Service Provider's negligence or willful misconduct.

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits and 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, proposals and communications, whether oral or written. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as a party may designate in writing. Notices shall be deemed effective upon personal delivery, three (3) business days after deposit in certified mail, or one (1) business day after delivery by overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. The parties acknowledge that no joint venture or partnership is created by this Agreement. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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