Business AFE Document

Business AFE Document

This Authorization for Expenditure (AFE) is made effective as of by and between:

Client Name:

Vendor/Contractor Name:

WHEREAS

WHEREAS, Client has identified the need for the project described in this AFE, designated AFE Number: , Project Name: ;

WHEREAS, Vendor/Contractor is qualified and able to perform the services and supply materials necessary for the Project and has provided an estimated budget and schedule to the Client; and

WHEREAS, the parties desire to set forth the terms under which Client will authorize expenditure and Vendor/Contractor will perform the described work and control costs.

SCOPE OF WORK

BUDGET AND PAYMENT TERMS

Late Payment: A late fee equal to % per month (or the maximum allowed by law, if less), shall be applied to any undisputed invoice not paid within calendar days of receipt of invoice.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this AFE for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within thirty (30) days of receipt of notice of breach, or immediately if cure is not reasonably possible.

CONFIDENTIALITY

For purposes of this AFE, "Confidential Information" means non-public information disclosed by one party to the other in connection with the Project. Each party agrees to: (a) maintain Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this AFE; and (c) not disclose Confidential Information to any third party except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidentiality obligations shall survive termination or expiration of this AFE for a period of years, except for information that (i) is or becomes publicly known through no fault of the recipient; (ii) was already in the recipient's legitimate possession prior to disclosure; (iii) is independently developed by the recipient without use of the discloser's Confidential Information; or (iv) is required to be disclosed by law or regulation, provided that the recipient gives prompt notice to the discloser to allow a protective order or other remedy.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into and perform its obligations under this AFE and that the execution and performance of this AFE will not violate any applicable law or agreement to which it is a party.

GOVERNING LAW

This AFE shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising under or in connection with this AFE shall be resolved in the state or federal courts located within that State, and the parties hereby submit to the exclusive jurisdiction of those courts.

ENTIRE AGREEMENT

This AFE, together with any attachments, schedules and approved change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations and agreements, whether written or oral. Any amendment or modification of this AFE must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its duties under this AFE without the prior written consent of the other party, except that Client may assign this AFE to an affiliate or successor entity upon written notice.

Independent Contractor: Vendor/Contractor is an independent contractor. Nothing in this AFE creates an employment, joint venture or agency relationship between the parties.

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