Client COR Template

CLIENT COR TEMPLATE

Parties and Contract Identification

Recitals

WHEREAS, Client Name: (the "Client") has engaged Contractor Name: (the "Contractor") to perform services described herein;

WHEREAS, the parties wish to set forth the scope, schedule, compensation, performance oversight and administrative responsibilities of the Contracting Officer's Representative (COR) in connection with Contract Number: and to memorialize certain business terms and protective covenants;

NOW, THEREFORE, in consideration of the mutual promises contained in this agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

The Contractor shall perform the services, deliverables and supervisory tasks described below. All services shall be performed with reasonable skill and care and in accordance with industry standards and any explicit written specifications provided by Client.

Payment Terms

Client shall pay Contractor in accordance with the schedule below. All payments are subject to the Contractor's compliance with the Scope of Work, timely submission of accurate invoices and any milestone acceptance procedures set forth herein.

Invoices are due net thirty (30) days from the invoice date unless otherwise specified in the payment schedule. Client may withhold payment for nonconforming or defective performance until such deficiencies are corrected by Contractor.

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated, continues until the End Date. Either party may terminate this Agreement for cause upon material breach by the other party, provided that the breaching party fails to cure the breach within the Notice Period set forth below.

Termination for convenience by Client is permitted upon written notice, subject to payment for work performed and reasonable wind-down costs; Contractor shall reasonably mitigate costs and deliver all work product to Client upon termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information solely to perform under this Agreement; (b) restrict disclosure to those employees or agents with a need to know; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no act of the receiving party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed by law, regulation or valid legal process, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

Governing Law and 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 in good faith to resolve disputes by negotiation between executives with authority to settle. If unresolved within 30 days, disputes shall be resolved by binding arbitration or in courts as agreed by the parties in writing.

Representations, Warranties and Miscellaneous

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that its performance will not violate applicable law or any other agreement. Contractor further warrants that the services will be performed in a professional manner conforming to applicable specifications and standards.

Assignment of this Agreement is prohibited without the prior written consent of the non-assigning party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Entire Agreement

This Agreement, including all schedules, exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices required under this Agreement shall be in writing and delivered to the address listed above or to such other address as a party designates in writing. Notice is effective upon delivery by hand, courier, confirmed fax, certified mail, or two (2) business days after deposit with an overnight carrier.

Sign Now