Society Precis Document

SOCIETY PRECIS DOCUMENT

THIS SOCIETY PRECIS DOCUMENT (the "Agreement") is entered into on by and between Society Name: and Consultant Name: .

WHEREAS

WHEREAS, the Society seeks a concise, accurate, and professionally prepared precis summarizing the Society's objects, recent activities, governance matters, and strategic recommendations for internal records and stakeholder distribution; and

WHEREAS, the Consultant represents that the Consultant has the expertise and capacity to prepare such a precis and to perform the services described herein in a timely and professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Consultant will prepare, deliver, and transfer the precis to the Society.

SCOPE OF WORK

The Consultant will prepare a Society Precis Document that shall include an executive summary, a concise history, statement of objectives, summary of recent activities and events, governance actions and resolutions, membership statistics, key financial highlights (as provided by the Society), and actionable recommendations. The Consultant shall perform the work in accordance with the standards of professional care and diligence customarily exercised by consultants performing similar services.

DELIVERABLES AND TIMELINE

Deliverables will consist of one draft precis and one final precis in editable and PDF formats unless otherwise agreed. Delivery schedule:

PAYMENT TERMS

In consideration for the services rendered by the Consultant, the Society shall pay fees in accordance with the following terms.

TERM AND TERMINATION

This Agreement shall commence on the Start Date below and shall continue until the Final Delivery Date or until earlier termination in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days in advance. Termination for material breach is permitted if the breaching party fails to cure within 14 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

During the term of this Agreement and for a period of years thereafter, each party shall hold in strict confidence all non-public information disclosed by the other party that is designated confidential or that, by its nature, is reasonably understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly known through no wrongful act of the receiving party, is independently developed without use of Confidential Information, or is required to be disclosed by law or court order with prior notice to the disclosing party where permissible. Recipient shall use Confidential Information only for the purposes of performing obligations under this Agreement and shall restrict access to employees and permitted agents on a need-to-know basis under comparable confidentiality obligations.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, the Consultant hereby assigns to the Society all right, title and interest in and to the final precis deliverables produced specifically for the Society under this Agreement, subject to payment in full of all amounts due. Consultant retains ownership of any pre-existing materials, methodologies, templates, or generic know-how, provided that Consultant grants the Society a non-exclusive, perpetual license to use such pre-existing materials solely as incorporated in the delivered precis.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence or willful misconduct, in no event shall either party's aggregate liability under this Agreement exceed the total fees actually paid by the Society to the Consultant under this Agreement. Neither party shall be liable for incidental, consequential, or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its rules on conflict of laws.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice).

CERTIFICATION

Each party represents and warrants that the person signing on its behalf is duly authorized to execute this Agreement and that this Agreement constitutes a binding obligation of such party enforceable in accordance with its terms.

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