Business MWIC Document

Business MWIC Document

This Business MWIC Document (the "Agreement") is entered into on this date: by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain business services and Contractor represents that it has the experience, capacity and, if applicable, Minority/Women/Independent Contractor (MWIC) certification necessary to perform such services in accordance with the terms set forth herein.

WHEREAS, Contractor affirms that its MWIC status is: Minority-owned Woman-owned Independent Contractor Other    Certification/Registration ID:

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform services for Client and to memorialize certain business understandings and commitments, including provisions that address MWIC representation and recordkeeping.

PARTY INFORMATION

SCOPE OF WORK

Contractor shall perform the work described below in a professional manner consistent with industry standards. Contractor shall provide all labor, materials, equipment and supervision necessary to complete the work, unless otherwise specified in writing.

PAYMENT TERMS

Client shall pay Contractor for the services rendered as follows. All fees are exclusive of taxes unless otherwise stated. Contractor shall invoice Client in accordance with the schedule below, and Client shall pay undisputed invoices in accordance with the payment schedule.

Payment terms: Net days from invoice date. Late payments shall incur a late fee of % per month on the unpaid balance after a grace period of days. Client shall also reimburse Contractor for reasonable collection costs and attorneys' fees incurred to collect past-due amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered 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 services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer data, pricing, technical information and trade secrets.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence and to use it only to perform under this Agreement; (b) not to disclose Confidential Information to any third party except to its employees, agents or contractors who have a business need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) to take reasonable measures to protect the confidentiality of such Confidential Information. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as such information retains trade secret status under applicable law.

COMPLIANCE AND MWIC REPRESENTATIONS

Contractor represents and warrants that all MWIC-related statements made in this Agreement are true and accurate. Contractor shall maintain records necessary to substantiate MWIC status and, upon reasonable request by Client, shall permit Client to review such records. Contractor agrees that any material misrepresentation of MWIC status shall constitute a material breach entitling Client to damages, injunctive relief and termination.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration conducted in the governing state, or in such other forum as the parties may mutually agree in writing.

ENTIRE AGREEMENT; AMENDMENTS

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

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or successor in interest. The parties are independent contractors; nothing in this Agreement shall create an employment, partnership, joint venture or agency relationship.

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