Business Bid Spotter Services Agreement

BUSINESS BID SPOTTER SERVICES AGREEMENT

This Business Bid Spotter Services Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: ("Provider") and Client Name: ("Client").

WHEREAS

WHEREAS, Provider maintains systems and personnel to identify and notify potential contracting opportunities, solicitations, or requests for proposals relevant to Client's business (the "Bid Spotting Services");

WHEREAS, Client desires to retain Provider to perform Bid Spotting Services on the terms set forth in this Agreement, and Provider is willing to provide such services to Client under the terms hereof;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

1.1 Services. Provider will use commercially reasonable efforts to locate, evaluate, and deliver notices of identified bidding opportunities reasonably relevant to Client's specified business sectors, geographies, and procurement types. Provider's obligations are limited to identification and notification and do not include preparing bid responses unless expressly agreed in writing.

2. PAYMENT TERMS

2.1 Compensation. In consideration for the Services, Client shall pay Provider as follows:

2.2 Taxes and Expenses. All fees are exclusive of taxes, duties or other governmental charges. Client shall be responsible for reasonable, pre-approved out-of-pocket expenses incurred by Provider in performing the Services.

Bank Transfer Check Credit Card

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least Notice Period: prior to the intended termination date.

3.3 Termination for Cause. Either party may terminate immediately upon material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach. Termination will not relieve Client of obligations to pay for Services performed and expenses incurred through the date of termination.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, visually or in writing, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as Recipient uses to protect its own confidential information, but in no event less than reasonable care.

4.3 Exceptions. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully known by Recipient prior to disclosure; or (c) is independently developed by Recipient without use of the disclosing party's Confidential Information.

5. INDEMNIFICATION

5.1 Provider Indemnity. Provider shall indemnify and hold harmless Client from and against any third-party claims arising out of Provider's gross negligence or willful misconduct in performing the Services, provided Client gives prompt written notice of any claim and cooperates in the defense.

5.2 Client Indemnity. Client shall indemnify and hold harmless Provider against claims arising from Client's misuse of delivered opportunity information or Client's knowingly false representations to Provider.

6. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

7. GOVERNING LAW

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

8. MISCELLANEOUS

8.1 Independent Contractor. Provider is an independent contractor and nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties.

8.2 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that Client may assign to an acquirer of substantially all of Client's assets or business to which this Agreement relates.

8.3 Notices. All notices required or permitted hereunder shall be in writing and delivered to the addresses provided by the parties. Notices shall be effective upon receipt.

9. ENTIRE AGREEMENT

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

SIGNATURES

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