Statewide Business Document

Statewide Business Document

This Statewide Business Document (the Agreement) is made effective as of by and between Party A: , with principal address at , and Party B: , with principal address at .

WHEREAS

WHEREAS, Party A administers programs and initiatives on a statewide basis and requires certain professional goods and services to be performed in accordance with statewide standards and applicable law; and

WHEREAS, Party B represents that it has the experience, personnel, licenses and capacity to provide the services described in this Agreement and agrees to perform such services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms, scope, compensation and other provisions that will govern their business relationship statewide.

SCOPE OF WORK

PAYMENT TERMS

If any undisputed amount due hereunder is not paid within days after the due date, Party B shall pay interest at the rate of on the overdue balance, or the maximum rate permitted by applicable law, together with reasonable collection costs and attorneys' fees incurred by Party A in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice not less than days to the other party. In the event of termination for convenience, Party B shall be entitled to payment for services performed and reasonable costs incurred through the effective date of termination, subject to any setoffs authorized by this Agreement.

Either party may terminate this Agreement immediately for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Material breaches include failure to perform services in accordance with Section Scope of Work, insolvency, or violation of law applicable to performance.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, visually, 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. Confidential Information includes trade secrets, technical data, formulas, business plans, pricing, customer lists and records, and programmatic data related to statewide operations.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to the Receiving Party's employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

The obligations in this section shall not apply to information that: (i) is or becomes generally available to the public other than as a result of breach of this Agreement; (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by employees of the Receiving Party who did not have access to the Confidential Information. Confidentiality obligations for trade secrets shall survive termination of this Agreement for as long as such information retains trade secret status; other Confidential Information shall remain subject to confidentiality for a period of years following termination.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. Any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, including any attachments and documents incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, representations and warranties. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Remedies: Except as otherwise provided, the rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as a party may designate by notice given in accordance with this section.

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