Non-Profit Document Template

NON-PROFIT DOCUMENT TEMPLATE

This Non-Profit Services Agreement (Agreement) is made as of by and between Non-Profit Organization: with principal address and Service Provider: with principal address .

RECITALS

WHEREAS, the Non-Profit Organization conducts charitable, educational, and community-based programs and requires the services of an independent service provider to perform certain programmatic, administrative, or consulting services; and

WHEREAS, the Service Provider represents that it has the experience, capacity, and personnel necessary to perform the services described in this Agreement in a professional and timely manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will provide such services to the Non-Profit Organization.

SCOPE OF WORK

The Service Provider shall perform the services described below in accordance with the terms of this Agreement.

PAYMENT TERMS

The Non-Profit Organization will compensate the Service Provider in accordance with the schedule and amounts set forth below. All payments are subject to the terms of invoicing and audits described in this section.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice.

Upon termination, the Service Provider shall deliver a final invoice for all services performed through the effective date of termination and shall return or destroy Confidential Information as provided in this Agreement. Payment for undisputed work performed and properly invoiced prior to termination shall survive termination.

CONFIDENTIALITY

“Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, visually, or in writing, that is designated confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations in this section shall not apply to information that (i) is or becomes publicly available other than by breach of this Agreement, (ii) is independently developed by the receiving party without use of Confidential Information, or (iii) is required to be disclosed by law or regulation, provided the receiving party gives prompt written notice and cooperates to limit the disclosure.

All Confidential Information, and all copies thereof, shall be returned to the disclosing party or destroyed upon the disclosing party’s written request. The confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

COMPLIANCE, REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that performance will comply with all applicable laws, regulations, and funder requirements. The Service Provider warrants that services will be performed in a professional manner consistent with industry standards.

INDEMNIFICATION

The Service Provider shall indemnify, defend and hold harmless the Non-Profit Organization, its officers, directors and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from the negligence, willful misconduct, or breach of this Agreement by the Service Provider or its personnel.

GOVERNING LAW

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.

ENTIRE AGREEMENT

This Agreement, together with any attachments or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that the Non-Profit Organization may assign to an affiliate or successor in interest.

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