Business Application

BUSINESS APPLICATION AND SERVICE AGREEMENT

WHEREAS: Applicant Name: is applying to become an approved vendor or service provider to Company Name: for the purpose of performing the services described in this application and, if accepted, pursuant to the terms of this Agreement.

WHEREAS: Company requires certain representations, certifications and contract terms from entities it engages and will evaluate Applicant based on the information supplied in this Business Application; and Applicant certifies the accuracy of the information provided herein.

NOW, THEREFORE, the parties agree that submission of this application and any subsequent acceptance by Company creates a binding agreement for the provision of services as set forth in the Scope of Work section and the terms below.

Business Information

Business Activities and References

Scope of Work

Describe the services Applicant will provide if accepted. Include deliverables, performance standards, and any milestones.

Payment Terms

Compensation: Company shall pay Applicant the amount of $ for the services described in the Scope of Work, unless otherwise agreed in writing.

Payment Schedule: Payments shall be made according to the following schedule: . Applicant will submit invoices that itemize services and expenses and include reasonable supporting documentation.

Late Payment: Any amounts not paid within the agreed payment period shall bear interest at or the maximum rate permitted by applicable law, whichever is less. Company also shall be responsible for reasonable collection costs.

Term and Termination

Term: The term of any engagement formed by acceptance of this application shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination: Either party may terminate the engagement for convenience upon days' written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for a period of 10 days after written notice.

Confidentiality

Each party acknowledges that in connection with the performance of services it may receive Confidential Information (as defined below). "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, pricing, technical data, and customer lists. Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use it only to perform its obligations under this Agreement, and (iii) not disclose it to any third party except with prior written consent or as required by law. These obligations shall survive termination for a period of three years, or for trade secrets for so long as they remain trade secrets under applicable law.

Representations and Warranties; Compliance

Applicant represents and warrants that (a) all information provided in this application is true, complete and accurate; (b) Applicant has the authority to enter into this Agreement and perform the services described; and (c) Applicant will comply with all applicable laws, rules and regulations in performing services. Applicant will maintain insurance as required by Company and promptly provide certificates upon request.

Indemnification and Limitation

Applicant shall indemnify and hold harmless Company and its officers, directors and employees from and against any liabilities, losses, damages, costs and expenses arising from Applicant's negligence, willful misconduct, or material breach of this Agreement. Except for willful misconduct or gross negligence, neither party shall be liable for consequential damages.

Governing Law

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

Entire Agreement

This Business Application and Service Agreement, including any attachments and accepted Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

Certification and Authorization

By signing below, Applicant certifies under penalty of perjury that all information submitted in this application is true, accurate and complete, and that the signer is authorized to execute this Agreement on behalf of the named Applicant. Applicant authorizes Company to verify any information provided and to obtain credit or background reports if applicable.

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