Bid Spotter Service Agreement

Bid Spotter Service Agreement

This Bid Spotter Service Agreement ("Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: with principal address: and Client Name: with principal address: .

Recitals

WHEREAS, Service Provider maintains expertise, resources, and systems necessary to monitor, identify, and report competitive bidding opportunities and assist in bid strategy (the "Services"); and

WHEREAS, Client desires to engage Service Provider to provide the Services on the terms and conditions set forth herein, and Service Provider is willing to provide such Services to Client; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Service Provider shall use commercially reasonable efforts to monitor specified marketplaces, notify Client of identified bid opportunities, provide relevant bid materials and recommended bid timing, and perform ancillary services agreed in writing. The Services do not include preparation or submission of formal bid proposals unless expressly set forth in the attached scope.

Payment Terms

Client shall pay Service Provider compensation as follows:

Invoices are due Net: days from invoice date. Past due amounts shall accrue interest at the rate of percent per month, or the maximum permitted by law, whichever is less. Client shall reimburse reasonable, preapproved out-of-pocket expenses incurred by Service Provider in connection with performance of the Services.

Term and Termination

This Agreement commences on Start Date: and will continue in effect 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 at least days prior to the intended termination date. Either party may terminate for material breach if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination does not relieve Client of payment obligations for Services performed and costs incurred through the effective date of termination.

Confidentiality

Each party agrees that it will not disclose the other's Confidential Information to any third party and will use Confidential Information solely to perform its obligations under this Agreement. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential. Confidentiality obligations do not apply to information that (a) is or becomes publicly known through no breach by the receiving party, (b) is received from a third party without restriction, (c) is independently developed without use of the disclosing party's Confidential Information, or (d) is required to be disclosed by law or court order, provided the receiving party provides prompt notice and cooperates to limit disclosure.

The obligations in this section shall survive termination for a period of three (3) years except for trade secrets, which shall remain protected for as long as they qualify as trade secrets.

Data, Intellectual Property, and Ownership

Client retains ownership of all Client Data provided to Service Provider. Service Provider retains ownership of its preexisting materials, tools, methodologies, and software used to provide the Services. To the extent Service Provider produces custom deliverables for Client under this Agreement, Service Provider grants Client a perpetual, non-exclusive license to use such deliverables for Client's internal business purposes, subject to Client's payment in full of all fees due.

Indemnification and Liability

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Independent Contractor; No Solicitation

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. During the term of this Agreement and for twelve (12) months following termination, Client shall not solicit for employment any employee of Service Provider who was substantially involved in performing the Services, without Service Provider's prior written consent.

Notices

Governing Law; 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. The parties shall first attempt in good faith to resolve disputes by negotiation. If negotiation fails, parties may pursue any remedies available under governing law.

Entire Agreement

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

General Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Headings are for convenience only and do not affect interpretation. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in connection with a merger or sale of substantially all assets.

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