Town Business Document

TOWN BUSINESS AGREEMENT

This Town Business Agreement (the "Agreement") is entered into between:

RECITALS

WHEREAS, the Town Name: is a municipal entity seeking to obtain certain goods and/or services in furtherance of municipal operations; and

WHEREAS, the Business / Contractor Name: represents that it has the requisite experience, licenses, personnel, and resources to perform the services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

The Contractor shall perform the services, provide labor, materials, equipment, and supervision as described below. The Contractor shall perform the work in a professional manner consistent with industry standards and applicable law.

PAYMENT TERMS

Compensation to the Contractor shall consist of the amounts and schedule set forth below. All payments are subject to the Town's customary processing and any required withholding or deductions by law.

Invoices shall be submitted to the Town in writing and shall reference the Agreement Reference and applicable milestone. Unless otherwise agreed in writing, payments are due Net days from receipt of an undisputed invoice.

A late payment charge of shall apply to any past-due amounts, calculated monthly until paid, but shall not exceed the maximum permitted by law.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the proposed termination date. Termination for cause may be immediate where a party materially breaches its obligations and fails to cure within 10 days following written notice of such breach, if the breach is curable.

Upon termination, the Contractor shall deliver all work-in-progress and documentation necessary for the Town to assume completion. The Town shall pay Contractor for work satisfactorily performed and documented through the effective date of termination, subject to setoff for any damages or unsettled claims.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary or sensitive information disclosed by one party to the other in connection with this Agreement, whether disclosed orally or in writing. Each party shall:

(a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely for performance under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) is already known to the receiving party at the time of disclosure without restriction; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is required to be disclosed by law, regulation, or valid governmental order provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

COMPLIANCE, INSURANCE AND INDEMNIFICATION

The Contractor shall comply with all applicable federal, state and local laws, ordinances, rules and regulations in performance of its obligations. The Contractor shall maintain insurance coverage appropriate to the nature of the work, and upon request shall furnish certificates of insurance evidencing coverage limits reasonably required by the Town. The Contractor shall indemnify, defend and hold harmless the Town, its officers, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses arising out of Contractor's negligence, willful misconduct or breach of this Agreement, except to the extent caused by the Town's gross negligence or willful misconduct.

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. Venue for any action arising out of this Agreement shall lie in the state or federal courts located within the county in which the Town is situated.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments, exhibits and accepted amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No amendment or modification shall be binding unless executed in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing this Agreement on its behalf is authorized to do so.

NOTICES

Notices under this Agreement shall be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses above, or to such other address as either party may designate in writing pursuant to this notice provision.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

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