Business Federal Document

BUSINESS FEDERAL DOCUMENT

This Business Federal Document (the Agreement) is entered into effective as of by and between:

WHEREAS

WHEREAS, Client is engaged in lawful commercial activities involving federal standards and requires services described herein; and

WHEREAS, Contractor represents that it possesses the requisite experience, qualifications, and registrations to perform services in compliance with applicable federal statutes, regulations, and contractual obligations; and

WHEREAS, the parties desire to set forth the terms under which Contractor will perform the services and Client will compensate Contractor, and to address confidentiality and compliance obligations applicable to federally related work.

SCOPE OF WORK

Contractor shall perform the following services and deliverables in a professional and timely manner in accordance with industry standards and any applicable federal requirements:

PAYMENT TERMS

Total Contract Amount: $

Invoices shall be rendered in writing and are due within days of invoice receipt. Late payments shall accrue interest at the lesser of (i) the rate of % per month or (ii) the maximum rate permitted by applicable law. In addition to interest, Client shall pay reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, or immediately if required by applicable federal law or sanction.

CONFIDENTIALITY

“Confidential Information” means all nonpublic information disclosed by a party in connection with this Agreement, whether oral, written, electronic or other form, including proprietary processes, federal compliance documentation, technical data, financial information, and any information designated as confidential.

Each party shall (a) use Confidential Information solely for the purpose of performing under this Agreement; (b) restrict disclosure to those employees, agents, and subcontractors with a need to know and subject to confidentiality obligations no less protective than those set forth herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a commercially reasonable standard. Confidential Information does not include information that is or becomes publicly available through no wrongful act of the receiving party, was known to the receiving party prior to disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party’s Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of five (5) years, except that trade secrets and certain federal compliance records shall remain protected for as long as applicable law requires. Injunctive relief shall be available to enforce this Section in addition to other remedies at law or equity.

COMPLIANCE WITH FEDERAL REQUIREMENTS

Contractor certifies that it will comply with all applicable federal statutes, regulations, executive orders, and directives applicable to the performance of the services including, without limitation, requirements relating to procurement integrity, export controls, recordkeeping, audits, and any applicable suspension or debarment restrictions. Contractor shall promptly notify Client in writing if Contractor becomes subject to any federal disciplinary action, exclusion, suspension, debarment or materially adverse regulatory determination.

Contractor further agrees to maintain complete and accurate records of its performance and to provide copies to Client upon reasonable request to demonstrate compliance with federal obligations.

Contractor certifies that it currently is, and will remain, in compliance with applicable federal requirements and has not been suspended or debarred from federal contracting.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices shall be deemed given upon personal delivery, one (1) business day after delivery to a nationally recognized next-day courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for resolution of disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including its recitals and any attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that comes closest to the parties’ original intent.

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