SCDOT Business Document Template

SCDOT Business Document Template

This Business Agreement ("Agreement") is entered into as of Effective Date: by and between Requesting Agency: and Contractor/Consultant: .

RECITALS

WHEREAS, the Requesting Agency requires professional services, materials, and/or deliverables identified in this Agreement to support a transportation-related project or administrative business function; and

WHEREAS, Contractor/Consultant represents that it possesses the requisite qualifications, personnel, and experience to perform the services described herein and is duly authorized to enter into this Agreement under the laws governing its organization; and

WHEREAS, the parties desire to set forth the terms, conditions, and responsibilities governing the provision of such services.

SCOPE OF WORK

Contractor/Consultant shall perform the services described above in accordance with professional standards and the schedule set forth in the payment schedule and deliverables. Any material change in scope that affects cost or schedule shall be documented in a written amendment executed by authorized representatives of both parties.

PAYMENT TERMS

Invoices shall be submitted to the Requesting Agency in accordance with the schedule above. Payments are due within calendar days from receipt of an acceptable invoice. The Requesting Agency may withhold approval of invoices until deliverables and documentation comply with this Agreement.

Late Payment: Amounts not paid within the time specified shall incur a late fee of % per month on the outstanding balance, or the maximum lawful rate if lower, calculated monthly from the invoice due date until paid in full.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days to the other party. For cause, either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Contractor/Consultant shall deliver all completed work and documentation and shall be paid for work performed to the effective date of termination, subject to offsets for claims, incomplete work, or damages.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other either orally or in writing 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.

Obligations: The receiving party shall not disclose Confidential Information to third parties except to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (a) was in the public domain at the time of disclosure; (b) becomes public through no fault of the receiving party; (c) was rightfully known by the receiving party prior to disclosure; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Disclosure required by law or valid subpoena shall be made only after the receiving party gives prompt notice to the disclosing party where permitted.

GOVERNING LAW AND DISPUTES

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina without regard to choice-of-law principles. The parties shall attempt in good faith to resolve disputes through negotiation between senior representatives. If unresolved, claims arising under this Agreement shall be resolved in the state courts located within South Carolina, unless otherwise required by applicable law.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, including any referenced attachments or amendments executed by the parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that assignment to an affiliated entity or by operation of law shall not require consent.

Indemnification: Contractor/Consultant shall indemnify, defend, and hold harmless the Requesting Agency, its officers, employees, and agents from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Contractor/Consultant's negligent performance or willful misconduct in connection with this Agreement, to the extent permitted by law.

NOTICES

CERTIFICATIONS AND AUTHORITY

Each party certifies that the individual signing this Agreement on its behalf is duly authorized to execute this Agreement and to bind the party to the terms and conditions contained herein.

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