Federal Compliance Requirements

FEDERAL COMPLIANCE REQUIREMENTS

Parties and Recitals

This Federal Compliance Requirements Agreement (the Agreement) is entered into effective as of by and between:

Principal Name:

Counterparty Name:

WHEREAS, Principal has been awarded, or will perform work under, a federal contract, grant, cooperative agreement, or procurement instrument requiring adherence to specified federal statutes, regulations, and contractual flow-down requirements; and

WHEREAS, Counterparty provides goods and/or services in connection with such federal award and must represent, warrant, and maintain compliance with applicable federal requirements identified herein; and

WHEREAS, the parties desire to set forth specific compliance obligations, certifications, remedies for noncompliance, and record retention and audit provisions to satisfy federal oversight obligations.

Scope of Work

Federal Award Information

Compliance Certifications and Representations

Counterparty certifies, represents, and warrants that, with respect to performance under the federal award identified above, it shall comply with all applicable federal statutes, regulations, and contract requirements, including but not limited to the items checked below:

Counterparty further affirms that it will promptly notify Principal in writing if any certification above becomes inaccurate or if Counterparty is indicted for, charged with, or convicted of any offense that would affect eligibility to receive or participate in federal funds.

Payment Terms

All invoices shall reference the federal award number and include sufficient detail to permit audit and allow Principal to determine allowability of charges under the federal award. Principal may withhold payment for noncompliant charges or material breach of federal flow-down obligations.

Term and Termination

Term Start Date:     Term End Date:

Principal may terminate immediately for cause upon material breach of any federal compliance obligation, including submission of false certifications, failure to allow audits, or debarment. Termination for convenience by Principal shall be without prejudice to remedies for prior breaches.

Confidentiality and Records Access

Counterparty shall maintain records and supporting documentation for costs charged to the federal award and shall retain such records for a period of years from final payment or longer if required by applicable statute or regulation. Principal, federal awarding agencies, and authorized auditors shall have the right to access records and facilities during normal business hours upon reasonable notice.

All Confidential Information received in connection with federal-funded activities shall be used only for performance under this Agreement and protected from unauthorized disclosure for a period of years after termination, subject to mandatory disclosure obligations under federal law.

Audit, Monitoring and Flow-Down

Counterparty agrees to cooperate with audits, monitoring visits, and investigations by Principal or federal representatives and to include in any subcontract the flow-down provisions necessary to ensure subcontractor compliance with applicable federal requirements. Counterparty shall promptly correct noncompliance at its expense.

Indemnification

Counterparty shall indemnify, defend and hold harmless Principal from and against any loss, liability, fine, penalty or expense (including reasonable attorneys' fees) arising from Counterparty's failure to comply with federal requirements, false certifications, or acts or omissions that result in disallowance of costs or other federal audit findings.

Governing Law and Remedies

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts-of-law principles. Remedies for breach include injunctive relief, termination, withholding of payments, and recovery of disallowed costs.

Entire Agreement and Severability

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to federal compliance obligations and supersedes all prior negotiations and understandings. If any provision is held invalid, the remaining provisions shall remain enforceable.

Certification and Acknowledgment

By signing below, each signatory certifies under penalty of perjury that they are authorized to bind their respective party, that the information provided in this Agreement is true and correct to the best of their knowledge, and that their party will comply with the federal requirements and obligations set forth herein.

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