Contracting Request Form

CONTRACTING REQUEST FORM

Requestor and Project Information

Proposed Contracting Parties and Entity Type

Client Name:

Contractor / Vendor Name:

General Business Agreement — Recitals

This General Business Agreement (the Agreement) is entered into between Client Name: and Contractor Name: (each a Party and collectively the Parties), for the purpose of engaging the Contractor to perform the services described below under the terms and conditions set forth herein.

WHEREAS, the Client requires certain services and deliverables related to the Project Title: ; and

WHEREAS, the Contractor represents that it has the experience, personnel, and resources necessary to perform the services in a professional manner consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows.

1. Scope of Work

The Contractor shall perform the services and deliver the work product described below. The scope shall include specific tasks, deliverables, acceptance criteria, and milestones. Any material change to the scope must be documented in a written Change Order executed by authorized representatives of both Parties.

2. Payment Terms

Compensation for services shall be as set forth below. Unless otherwise provided, Contractor shall invoice Client in accordance with the schedule below. Client will pay undisputed amounts within the payment period specified.

All amounts are payable in lawful currency. If Client fails to pay undisputed invoices within the payment period, Contractor may suspend performance after providing written notice and the opportunity to cure. Recoverable costs for collection, including reasonable attorneys' fees and expenses, will be payable by the defaulting Party.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: 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 Notice Period (days): days prior to the intended termination date. Either Party may terminate immediately for cause upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for work performed and accepted up to the effective date of termination.

4. Confidentiality

Each Party (the Receiving Party) shall keep confidential and shall not disclose to any third party any nonpublic information of the other Party (the Disclosing Party) disclosed in connection with this Agreement, whether oral or written, including without limitation trade secrets, technical data, business plans, financial information, customer lists, and proprietary methods (Confidential Information). Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use at least reasonable care to protect Confidential Information and shall disclose Confidential Information only to employees, contractors, or agents who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as this Section. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

5. Representations, Warranties and Liability

Each Party represents and warrants that it has full power and authority to enter into this Agreement. Contractor warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

In no event shall either Party be liable for consequential, incidental, special, or punitive damages arising out of or relating to this Agreement, regardless of the form of action, even if advised of the possibility of such damages. The Parties' aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total amount actually paid by Client to Contractor under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

6. 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 conflict of law principles. The Parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If the dispute is not resolved within sixty (60) days, either Party may pursue any remedy available at law or in equity in the courts of the state identified above or federal court located therein.

7. Entire Agreement; Amendments

This Agreement, including all exhibits, statements of work, and Change Orders 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, negotiations, and representations, whether written or oral. No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

8. Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets. The Parties are independent contractors; nothing in this Agreement shall create an employer-employee, joint venture, or agency relationship.

Administrative Approvals

Sign Now