Business Selection Final Selection

Business Selection Final Selection

This Final Selection Agreement (the Agreement) is entered into as of Effective Date:

Parties

Recitals

WHEREAS, Client conducted a competitive selection and evaluation process for the provision of services described herein, including but not limited to proposal review, interviews, and reference verification; and

WHEREAS, Selected Business submitted a proposal and provided representations and assurances regarding capability, experience, and compliance with applicable laws and the selection criteria; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

The Selected Business shall perform the Scope of Work in a professional and workmanlike manner in accordance with industry standards. Deliverables shall be deemed accepted when Client provides written acceptance or when Client uses the deliverable in production for a period of ten (10) business days without written rejection.

Payment Terms

All invoices are payable net thirty (30) days from the invoice date unless otherwise agreed in writing. Invoices not paid when due shall accrue interest at the rate specified above and may be withheld pending resolution of bona fide disputes. Payment shall not constitute acceptance of non-conforming work.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party does not cure such breach within Notice Period: days after receipt of written notice. Client may terminate for convenience upon days' written notice, subject to payment for work performed to date and reasonable wind-down costs.

Confidentiality

Each party (Receiving Party) shall keep confidential all non-public information disclosed by the other party (Disclosing Party) that is marked or reasonably should be understood to be confidential, including business, technical, pricing, and personnel information ("Confidential Information"). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to third parties except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein. Confidential Information does not include information that is (a) publicly available without breach, (b) already rightfully in the Receiving Party's possession, or (c) independently developed without reference to the Disclosing Party's Confidential Information. Upon termination, Receiving Party shall return or destroy Confidential Information upon request.

Representations and Warranties; Compliance

Each party represents that it has the authority to enter into this Agreement and will comply with all applicable laws in performing its obligations. Selected Business warrants that services shall be performed in a professional manner consistent with industry standards and that it holds all licenses and approvals necessary to perform the Scope of Work.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, punitive, or special damages. The parties' aggregate liability for any claim arising under this Agreement shall be limited to the total amount actually paid by Client to Selected Business under this Agreement in the twelve (12) months preceding the claim.

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 law principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

Entire Agreement

This Agreement, including attachments and incorporated documents, constitutes the entire agreement between the parties and supersedes all prior discussions, proposals, and agreements relating to the subject matter herein. Amendments must be in writing and signed by authorized representatives of both parties.

Final Selection Certification

By executing below, the parties certify that the procurement process was conducted in accordance with the stated selection criteria, that no material conflicts of interest exist that would invalidate the selection, and that the selected business is authorized to enter into this Agreement.

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