Work Development Organization Form

WORK DEVELOPMENT ORGANIZATION FORM

Parties and Project Identification

Nonprofit    For-profit    Government    Other:

Recitals

WHEREAS, Organization Name: is engaged in the development, administration and management of workforce development programs and desires to engage Partner Name: to provide services in furtherance of the Project Title: .

WHEREAS, the Parties intend that the services provided and funds disbursed pursuant to this Agreement shall be performed in accordance with applicable law, professional standards and the specific deliverables and milestones set forth in the Scope of Work below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows.

Scope of Work

The Service Provider shall perform the tasks, deliverables and milestones described in the section below and in any attached Statements of Work. The Parties shall identify deliverables, responsible personnel and acceptance criteria in writing prior to commencement of related activities.

Payment Terms

Organization shall pay Partner for services rendered under this Agreement in accordance with the schedule and amounts set forth herein. All payments are subject to the acceptance of deliverables and the invoicing requirements described below.

Late payments shall incur a late fee equal to % per month on any unpaid balance, or the maximum permitted by law, whichever is less. Organization may withhold payment for nonconforming or disputed deliverables until such issues are resolved in good faith.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered no fewer than days prior to the effective date of termination.

Either Party may terminate for cause if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach with reasonable particularity.

Confidentiality

Each Party shall maintain as confidential all non-public information disclosed by the other Party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (a) already known to the receiving Party without obligation of confidentiality, (b) becomes publicly available through no fault of the receiving Party, (c) is lawfully received from a third party without restriction, or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

The receiving Party shall use Confidential Information solely for the purposes of performing obligations under this Agreement, shall protect it with the same degree of care it uses to protect its own confidential information (but no less than reasonable care), and shall not disclose it to any third party except to the extent necessary to perform the Agreement or as required by law, provided that, to the extent permitted, the receiving Party gives prompt notice to the disclosing Party and cooperates in any lawful effort to limit disclosure.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all original materials, deliverables and work product created by Partner in the performance of this Agreement shall be considered work made for hire and the exclusive property of Organization. Partner hereby assigns all right, title and interest in such work product to Organization. To the extent assignment is not effective, Partner hereby grants Organization a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify and distribute the work product.

Indemnification and Insurance

Partner shall indemnify, defend and hold harmless Organization and its officers, directors and employees from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Partner's negligence, willful misconduct, or breach of this Agreement. Partner shall maintain, at its expense, insurance coverage appropriate to the scope of services, including commercial general liability and professional liability insurance, and shall provide proof of insurance upon request.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Except as provided below, any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation between senior representatives of the Parties. If not resolved, the Parties may pursue any remedies available at law or in equity.

Entire Agreement; Amendments

This Agreement, including all attachments and any Statements of Work incorporated by reference, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior negotiations, proposals or agreements, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both Parties.

Representations and Certifications

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and performance of this Agreement does not violate any agreement to which it is a party, and that the individual signing on its behalf is duly authorized to bind the Party.

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