Best & Final Agreement

BEST & FINAL AGREEMENT

Effective Date:

Buyer Name:    Seller Name:

WHEREAS

WHEREAS, Buyer has issued a solicitation and requested final offers for the procurement described herein; and

WHEREAS, Seller submitted a proposal and has been invited to submit a Best and Final Offer, and Seller represents that the terms set forth in this instrument constitute Seller's irrevocable best and final offer with respect to the subject procurement;

WHEREAS, the parties desire to reduce the final offer and the terms for performance and payment to writing and to make such offer binding upon execution by duly authorized representatives of both parties.

This Best & Final Agreement (the "Agreement") memorializes the final offer of Seller to Buyer and the mutual obligations of the parties as set forth below. By execution of this Agreement, the parties acknowledge that this instrument supersedes and replaces prior drafts, proposals, and negotiations only to the extent expressly stated herein.

This Best & Final Offer supersedes all prior proposals, quotations, and conflicting terms between the parties with respect to the subject matter.

SCOPE OF WORK

Seller shall perform, deliver, and complete the work described above in accordance with the specifications, schedule, and performance standards agreed upon by the parties. All work shall be performed in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Unless otherwise specified in the payment schedule, all undisputed invoices are payable in full within days of receipt of invoice. Buyer shall provide written notice of any disputed amounts within seven (7) days of receipt of invoice; undisputed amounts shall remain payable in accordance with this clause.

Payments shall be made in lawful currency. Buyer may withhold amounts reasonably necessary to protect Buyer against loss because of Seller's failure to perform or to make payments to subcontractors or suppliers.

TERM AND TERMINATION

Contract Start Date:    Contract End Date:

This Agreement shall commence on the Contract Start Date and shall remain in effect until the Contract End Date unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Upon termination for convenience, Buyer shall pay Seller for all work performed and documented non-cancelable obligations incurred through the effective date of termination, subject to setoff for any damages or defaults.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination for cause shall be without prejudice to any other remedies available at law or in equity.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or that, by its nature, should reasonably be regarded as confidential. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) restrict disclosure to its employees, agents, and subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) take reasonable measures to protect the Confidential Information from unauthorized use or disclosure. Upon termination or written request, the Receiving Party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and representations, whether oral or written, relating to such subject matter, except as expressly provided otherwise in this Agreement. Any modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held 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.

Sign Now