Oconto Co CDPG Business Document

Oconto Co CDPG Business Document

THIS AGREEMENT (the Agreement) is made and entered into effective as of by and between Client Name: , with principal place of business at and Service Provider Name: , with principal place of business at .

WHEREAS, Client desires to engage Provider to perform certain professional services in furtherance of business objectives, and Provider represents that it has the qualifications, experience and ability to perform such services in accordance with the terms set forth herein;

WHEREAS, the parties wish to define their respective rights and obligations with respect to the services to be provided, compensation, confidentiality, and other matters relevant to the engagement;

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

1. Scope of Work

Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Services shall include deliverables, timelines, and acceptance criteria as set forth in the Scope of Work.

2. Payment Terms

As full compensation for the services rendered under this Agreement, Client shall pay Provider the compensation set forth below in accordance with the schedule and requirements specified herein. Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations arising from payments received.

Invoices submitted by Provider shall be due and payable within days of receipt, unless otherwise specified in the payment schedule. Late payments shall accrue interest as set forth below.

3. Term and Termination

This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with the provisions below.

Upon termination for any reason, Provider shall deliver to Client all work product completed through the effective date of termination and shall provide reasonable cooperation to effect an orderly transition. Client shall pay Provider for all services performed and approved expenses incurred through the effective date of termination in accordance with the Payment Terms.

4. Confidentiality

Each party (Receiving Party) acknowledges that during the term of this Agreement it may receive Confidential Information from the other party (Disclosing Party). "Confidential Information" means nonpublic information, whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, technical data, financial information, and client lists.

The Receiving Party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those hereunder.

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party prompt notice and reasonably cooperate in any effort to limit disclosure.

5. Notices

All notices required or permitted hereunder shall be in writing and delivered to the contacts specified below by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested).

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for any action or proceeding arising out of this Agreement.

7. Entire Agreement

This Agreement, together with any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. 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 its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Provider may assign receivables to a financing institution without Client consent so long as Provider remains liable for performance.

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