Nonprofit Corporation Agreement

Nonprofit Corporation Agreement

This Nonprofit Corporation Agreement (the Agreement) is entered into as of Effective Date: by and between Nonprofit Corporation: with principal address: and Service Provider: with principal address: .

WHEREAS

WHEREAS, the Nonprofit Corporation is duly organized and existing under the laws of , maintains its principal office at , and carries out charitable, educational, or other exempt purposes as set forth in its governing instruments;

WHEREAS, the Service Provider represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement in a professional manner and in conformity with applicable legal and fiduciary duties;

WHEREAS, the parties desire to set forth the terms under which the Service Provider will provide services to the Nonprofit Corporation and to define the parties' respective rights and obligations.

Scope of Work

The Service Provider shall perform the services described above (Services) in a professional, timely and workmanlike manner, in accordance with industry standards and the Nonprofit Corporation's policies where applicable. The Service Provider shall provide all labor, supervision, equipment, materials and other resources necessary to perform the Services unless otherwise expressly provided in this Agreement.

Payment Terms

All compensation described above shall be exclusive of applicable taxes unless otherwise agreed in writing. The Service Provider shall submit invoices in accordance with the Payment Schedule. The Nonprofit Corporation shall pay undisputed invoices within thirty (30) days of receipt unless a different payment period is specified in the Payment Schedule. Late payments shall accrue the Late Payment Fee stated above.

Term and Termination

This Agreement shall commence on the Term commencement date and continue until the Term expiration date unless earlier terminated in accordance with this Agreement. Either party may terminate this Agreement for convenience upon written notice given at least the Notice period for termination prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure a material breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations incurred prior to termination.

Confidentiality

Each party (Recipient) shall maintain in confidence all nonpublic, confidential or proprietary information disclosed by the other party (Discloser) in connection with this Agreement, whether oral, written or electronic, and shall not use or disclose such information except as necessary to perform its obligations under this Agreement or as required by law. Confidential information excludes information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully known to Recipient prior to disclosure by Discloser without restriction; or (c) is independently developed by Recipient without use of Discloser's Confidential Information. The obligations of confidentiality shall continue for years following termination or expiration of this Agreement.

Notices

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement and the performance of its obligations do not and will not violate any applicable law, contract or other obligation.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

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