Seasonal Year Round Contract

Seasonal Year Round Contract

This Seasonal Year Round Contract ("Agreement") is made on Effective Date: between Service Provider: with principal address: , and Client: with principal address: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing seasonal and year-round services described herein and represents that it has the expertise, personnel, equipment, and licenses necessary to perform such services in a professional manner; and

WHEREAS, Client desires to retain Service Provider to perform services on a seasonal schedule within an ongoing year-round contractual framework subject to the terms and conditions set forth in this Agreement; and

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

Scope of Work

Seasonal Schedule: Services shall be provided during each seasonal period as set forth below. Season Commencement: , . Season Conclusion: , .

Year-Round Obligations: Service Provider shall maintain readiness and such year-round services as agreed in Section "Scope of Work" and shall make available emergency or supplemental services outside the seasonal period upon Client request subject to separate scheduling and compensation as set forth herein.

Payment Terms

Invoices shall be due and payable within days of receipt unless otherwise specified in writing. Payments not received when due shall incur a late fee of the greater of (i) % per month on the overdue balance, or (ii) a flat late charge of . Client shall also reimburse reasonable collection costs, including attorney fees, for overdue amounts.

Term and Termination

Term: The initial term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Renewal: This Agreement shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least days prior to the then-current term expiration.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice specifying the breach. Termination for Convenience: Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Service Provider shall promptly deliver all work-in-progress and Client materials, and both parties shall return or destroy Confidential Information as required by this Agreement.

Confidentiality

Definition and Obligations: For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or permitted subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Exclusions and Compelled Disclosure: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party or that is independently developed. If the receiving party is compelled by law to disclose Confidential Information, it shall provide the disclosing party prompt written notice to allow the disclosing party to seek protective relief and shall disclose only that portion required by law.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for years, or to the extent otherwise required by applicable law.

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. 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.

Insurance and Compliance

Service Provider shall, at its own expense, maintain appropriate insurance coverage required by law and sufficient to cover its obligations under this Agreement. Service Provider shall comply with all applicable laws, regulations, permits, and licensing requirements in the performance of services.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages, and expenses (including reasonable attorney fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement.

Entire Agreement and Miscellaneous

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

Amendment and Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder.

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