Business APC Document

BUSINESS APC DOCUMENT

This Business APC Document (the "Agreement") is made and entered into as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Client requires APC services consisting of acquisition planning, procurement coordination, and contract administration as set forth in this Agreement; and

WHEREAS, Contractor represents that it possesses the necessary expertise, personnel and resources to perform the APC services and agrees to perform such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment and administration of the APC services;

Scope of Work

Contractor shall provide APC services including, but not limited to, needs assessment, vendor solicitation, bid evaluation, contract negotiation support, compliance monitoring, and final procurement closeout. Specific deliverables, milestones, and acceptance criteria are described below and may be appended as schedules to this Agreement.

Payment Terms

Client agrees to pay Contractor for services performed in accordance with the following payment provisions. All fees are stated in U.S. dollars unless otherwise specified.

Invoices shall be issued by Contractor in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt.

A late fee of % per month (or the maximum lawful rate if lower) will accrue on any undisputed balance not paid when due. In addition to late fees, Contractor may suspend services upon thirty (30) days' written notice following continued nonpayment.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice specifying the breach.

Upon termination, Contractor shall be entitled to payment for all services performed and costs reasonably incurred through the effective date of termination, together with any unpaid, non-cancellable commitments properly incurred on behalf of Client.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether orally, in writing, or by inspection, and includes pricing, technical data, business plans, and personnel information. The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (b) not use or disclose Confidential Information except to perform its obligations under this Agreement or as required by law.

The obligations in this section shall continue for years following the termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Contractor assigns to Client all rights, title and interest in work product specifically prepared for Client under this Agreement, subject to Contractor's pre-existing intellectual property and tools. Contractor grants Client a perpetual, non-exclusive license to use Contractor's pre-existing materials to the extent incorporated in deliverables.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

Entire Agreement

This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be 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 that the person signing on its behalf is authorized to bind the party. Each party agrees to comply with applicable laws and regulations in the performance of its obligations under this Agreement.

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