Business RFA Document

Business RFA Document

This Business RFA Document (the "Agreement") is entered into as of by and between Client Name: (the "Client") and Vendor Name: (the "Vendor").

RECITALS (WHEREAS)

WHEREAS, the Client seeks authorization for business activities and requests submission of a formal request for authorization and related services described herein (the "RFA Services"); and

WHEREAS, the Vendor is engaged in the business of providing evaluation, preparation, and administrative support services necessary to prepare, submit, and track an RFA and has represented that it possesses the competence and personnel to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Vendor will provide the RFA Services to the Client.

SCOPE OF WORK

The Vendor shall perform the RFA Services described below. The Vendor shall furnish all personnel, equipment, materials, and supervision necessary to perform the Services in a professional and workmanlike manner in accordance with accepted industry standards.

PAYMENT TERMS

The Client agrees to compensate the Vendor for performance of the Services in accordance with the following terms. Payments shall be made in United States dollars unless otherwise agreed in writing.

All invoices are due within days of receipt unless otherwise agreed. Unpaid amounts shall accrue interest at a rate of per month (or the maximum lawful rate if lower). Client shall be responsible for any reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, will terminate on the End Date specified below.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Either party may terminate immediately for material breach by the other party that remains uncured after thirty (30) days' written notice specifying the breach. Termination shall not relieve the Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, 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 excludes information that (a) is or becomes generally available to the public through no wrongful act of the receiving party; (b) was in the receiving party's lawful possession prior to receipt; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence and use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound to maintain confidentiality at least to the same extent; and (iii) use Confidential Information solely for the purpose of performing under this Agreement. These obligations shall survive termination of this Agreement for a period of years.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located within that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including 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, representations, and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents, claims, and other communications hereunder shall be in writing and addressed to the parties at the addresses below or to such other address that a party may designate by notice to the other party.

MISCELLANEOUS

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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