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Holland & Knight lobbying contract

Holland & Knight lobbying contract

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Published by milesmoffeit

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Published by: milesmoffeit on Jan 24, 2013
Copyright:Attribution Non-commercial


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Contract No. OTHER-5366_0
This Consulting Services Agreement (“Agreement”) is made and entered into tobe effective the 1
day of February
2013, by and between the Dallas County HospitalDistrict, a political subdivision of the State of Texas, doing business as Parkland Health& Hospital System ("Parkland")
and Holland & Knight LLP (“Consultant”). Parkland andConsultant agree that the State of Texas is not a party to this contract and is not theConsultant's client in this matter.RECITALSWHEREAS, Consultant is engaged in the business of Federal AdvocacyConsulting Services.WHEREAS, Consultant desires to provide to Parkland and Parkland desires toobtain from Consultant, those services described in Exhibit A and Exhibit B hereto.WHEREAS, the parties intend that Consultant shall be an independent contractorwith Parkland under this Agreement and not an employee of or partner or joint venturewith Parkland.NOW, THEREFORE, for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, Parkland and Consultant (referred toherein as the “Parties”) enter into this Agreement on the following terms and conditions:1. Consultant Responsibilities1.1 Consultant shall provide the various services, information, reports andother deliverables (collectively, “Services”) described in Exhibit A and Exhibit B,pursuant to the terms and conditions of this Agreement. Consultant shall perform allServices in a professional and workmanlike manner using only qualified personnel.1.2 Except as otherwise provided by Exhibit A and Exhibit B, Consultant shallprovide all equipment and other resources necessary for the timely performance ofServices hereunder, and Consultant shall provide and supervise all personnelnecessary for the timely performance of Services hereunder.1.3 Consultant shall report directly to the Senior VicePresident of External Affairs, and Vice President of Government Relations.
1.4 Consultant shall provide its Services hereunder in accordance with theschedule set forth at Exhibit A & Exhibit B hereto. With respect to Consultant’s duties toperform services in accordance with such schedule, time is of the essence.1.5 Consultant warrants and represents that there are no agreements to whichit is a party which would prevent its timely and complete performance of the terms andconditions of the Agreement, and Consultant agrees not to enter into any suchagreement during the pendency of this Agreement. Consultant shall devote its bestefforts to performing the Services required by and in accordance with this Agreement.1.6 Consultant, as well as its agents, representatives, and employees shallcomply with all Parkland rules, regulations, and guidelines then in effect when on-site atParkland.2. Compensation2.1 The full compensation payable to Consultant for all Services hereundershall be calculated in accordance with Exhibit A.2.2 Consultant shall pay all applicable taxes related to the compensationpayable hereunder, and Parkland will not withhold taxes for Consultant or Consultant’semployees. Consultant agrees to indemnify and hold harmless Parkland as provided insection 7 hereof from and against any and all liability arising from any failure ofConsultant to pay or withhold any applicable tax when due.2.3 Consultant shall pay all wages, insurance, and related employment costsand benefits for Consultant’s employees who render Services related to this Agreement.Consultant agrees to indemnify and hold harmless Parkland as provided in section 7hereof from and against any and all liability arising from any failure of Consultant to payany wages or other employee benefits when due.3. Termination2.1 The term of this Agreement and/or the dates required for the provision ofConsultant’s Services hereunder shall be as set forth in Exhibit A hereto; provided thatParkland shall have the right and privilege of terminating this Agreement on thirty (30)calendar days prior written notice to Consultant. The exercise of such right oftermination shall be in Parkland’s sole and absolute discretion without stating causetherefore and without further liability to Consultant, except payment for servicesrendered. During the thirty (30) day notice period, Consultant may perform servicespreviously scheduled for performance during the period, but it may not accelerateperformance.
4. Proprietary Information and Non-Disclosure4.1 Consultant acknowledges and agrees that this Agreement creates arelationship of confidence and trust on the part of Consultant for the benefit of Parkland.During the term of this Agreement, Consultant may acquire certain “ConfidentialInformation” (as defined under section 4.2 hereof) from or regarding Parklandemployees, agents and representatives or documents, or otherwise as a result ofperforming the Services of Consultant hereunder.4.2 “Confidential Information” as used herein, shall mean and include, withoutlimitation:4.2.1 Any information concerning Parkland which is provided by Parklandto Consultant, such as accounting and financial data, product,marketing, development, pricing and related business plans andbudgets, and all of the information and plans of Parkland which arenot published.4.2.2 All information of every kind and nature whatsoever concerningpatients including, without limiting the generality of the foregoing,medical records.4.3 Consultant acknowledges and agrees that all such ConfidentialInformation is and shall be deemed the sole, exclusive, confidential and proprietaryproperty and trade secrets of Parkland at all times during the term of this Agreementand following any expiration of termination hereof. Consultant agrees to hold inconfidence without disclosing or otherwise using any Confidential Information, except assuch disclosure or use may be required in connection with and limited to the Services ofConsultant hereunder.4.4 Consultant acknowledges and agrees that Parkland would not haveentered into this Agreement unless Parkland were assured that all such ConfidentialInformation would be held in confidence by Consultant, in trust for the sole benefit ofParkland.4.5 During the term of this Agreement, Consultant shall not improperly use ordisclose any proprietary information or trade secrets of any third party and will not bringon to the premises of Parkland any unpublished documents or any property belongingto any third party unless consented to in writing by the third party.4.6 Consultant’s obligation of confidentiality hereunder shall not apply toinformation that (a) is already in Consultant’s possession without an obligation ofconfidentiality, (b) is rightfully disclosed to Consultant by a third party with no obligationof confidentiality, or (c) is required to be disclosed by court or regulatory order, providedConsultant gives Parkland prompt notice of any such order.

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