Business Markups Document

BUSINESS MARKUPS DOCUMENT

This Business Markups Document (the "Agreement") is entered into effective as of by and between the parties identified below.

WHEREAS

WHEREAS, Client engages Contractor to procure certain goods and services on behalf of Client and to manage procurement-related third-party costs, and Client desires Contractor to apply a business markup to such third-party costs in accordance with the terms of this Agreement.

WHEREAS, Contractor possesses the expertise and procurement relationships necessary to obtain third-party services, materials and subcontractor work and will invoice Client for actual third-party costs plus an agreed markup for overhead and administrative handling.

WHEREAS, the parties desire an express, written understanding of scope, permissible markups, approval procedures, payment terms and confidentiality obligations.

1. Scope of Work

Contractor shall perform procurement and project administration services described below. Contractor will procure third-party goods, services, labor and subcontractors as required, provide invoices and supporting documentation to Client, and apply business markups to third-party costs as permitted under Section 2.

2. Markups and Pricing

Contractor shall invoice Client for third-party costs at actual substantiated cost plus a markup. The parties select the markup method and rates below.

If percentage-based, markup to be applied: % of substantiated third-party costs.

Markups shall apply to the following categories (check all that apply):

For markups in excess of %, prior written approval from Client is required in the form of an approved purchase order or signed change order.

3. Payment Terms

Client shall pay Contractor invoices that include substantiated third-party costs, applied markups, and any agreed fees in accordance with the schedule below.

Invoices are due and payable within days of receipt, unless otherwise stated in the invoice. Late payments shall incur a late fee of % per month or the maximum lawful rate, whichever is lower, calculated daily from the due date until paid.

Contractor shall include, with each invoice, copies of third-party invoices or receipts, a clear description of the billed items, and the applied markup calculation. Client may request reasonable supporting documentation within ninety (90) days of invoice date.

4. Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for goods and services already ordered, provided Contractor uses commercially reasonable efforts to mitigate costs.

5. Confidentiality

Each party shall maintain in confidence and shall not disclose to any third party any confidential or proprietary information disclosed by the other party in connection with this Agreement ("Confidential Information"), except as required by law or as necessary to perform obligations under this Agreement. Confidential Information does not include information that is or becomes public without breach of this Agreement, is independently developed by the receiving party, or is rightfully received from a third party without restriction.

The obligations of confidentiality shall survive termination of this Agreement for a period of years.

6. Audit and Recordkeeping

Contractor shall maintain complete and accurate records of third-party invoices, proofs of payment, and calculations of applied markups for a period of three (3) years following the date of the applicable invoice. Client may audit such records once per calendar year upon reasonable notice during normal business hours; any dispute resolved in Client's favor shall result in an adjustment to future invoices and reimbursement by Contractor of overcharges.

7. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from claims arising out of its negligence or willful misconduct. Contractor's liability for damages arising out of this Agreement shall be limited to direct damages not to exceed the total amount paid by Client to Contractor under this Agreement in the preceding twelve (12) months; neither party shall be liable for consequential, incidental or punitive damages except in cases of willful misconduct or gross negligence.

8. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties shall first attempt to resolve disputes by good faith negotiation; if unresolved within sixty (60) days, disputes shall be resolved by the courts located in the county of the governing state.

9. Entire Agreement; Amendment

This Agreement, together with any written exhibits or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral. No amendment or modification will be binding unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

Notices under this Agreement shall be delivered to the addresses set forth above by certified mail, courier, or email where the sending party retains proof of transmission. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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